EXHIBIT 4.1


================================================================================

                  WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                 Master Servicer

                                       and

                               LNR PARTNERS, INC.
                                Special Servicer

                                       and

                             WELLS FARGO BANK, N.A.
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2006

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

                                 $4,229,859,030

                  Commercial Mortgage Pass-Through Certificates

                                 Series 2006-C23

================================================================================

<PAGE>

                              TABLE OF CONTENTS

                                                                          Page
                                                                          ----
                                  ARTICLE I
                                 DEFINITIONS

Section 1.01  Defined Terms................................................

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

Section 2.01  Conveyance of Mortgage Loans.................................
Section 2.02  Acceptance of the Trust Fund by Trustee......................
Section 2.03  Mortgage Loan Seller's Repurchase or Substitution
               of Mortgage Loans for Document Defects and
               Breaches of Representations and Warranties..................
Section 2.04  Representations and Warranties of Depositor..................
Section 2.05  Conveyance of Mortgage Loans; Acceptance of REMIC I
               and Additional Interest Grantor Trust by Trustee............
Section 2.06  Issuance of the REMIC I Regular Interests;
               Execution, Authentication and Delivery of Class
               R-I Certificates............................................
Section 2.07  Conveyance of REMIC I Regular Interests; Acceptance
               of REMIC II by Trustee......................................
Section 2.08  Execution, Authentication and Delivery of REMIC II
               Certificates................................................
Section 2.09  Execution, Authentication and Delivery of Class Z
               Certificates................................................

                                 ARTICLE III
                ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Administration of the Mortgage Loans.........................
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts; Reserve Accounts........................
Section 3.04  Certificate Account, Interest Reserve Account,
               Gain-on-Sale Reserve Account, Additional Interest
               Account, Distribution Account and Companion
               Distribution Account........................................
Section 3.05  Permitted Withdrawals from the Certificate Account,
               Distribution Account, Interest Reserve Account,
               Additional Interest Account, Gain-on-Sale Reserve
               Account and Companion Distribution Account..................
Section 3.06  Investment of Funds in the Servicing Accounts,
               Reserve Accounts, Certificate Account, Interest
               Reserve Account, Distribution Account, Companion
               Distribution Account, Additional Interest Account,
               Gain-on-Sale Reserve Account and REO Account................
Section 3.07  Maintenance of Insurance Policies; Errors and
               Omissions and Fidelity Coverage.............................
Section 3.08  Enforcement of Alienation Clauses............................
Section 3.09  Realization Upon Defaulted Mortgage Loans; Required
               Appraisals..................................................
Section 3.10  Trustee and Custodian to Cooperate; Release of
               Mortgage Files..............................................
Section 3.11  Servicing Compensation.......................................
Section 3.12  Property Inspections; Collection of Financial
               Statements; Delivery of Certain Reports.....................
Section 3.13  Annual Reports on Assessment of Compliance with
               Servicing Criteria and Annual Statement as to
               Compliance..................................................
Section 3.14  Attestation by Independent Public Accountants................
Section 3.15  Access to Certain Information................................
Section 3.16  Title to REO Property; REO Account...........................
Section 3.17  Management of REO Property...................................
Section 3.18  Resolution of Defaulted Mortgage Loans and REO
               Properties..................................................
Section 3.19  Additional Obligations of Master Servicer and
               Special Servicer............................................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Master Servicer and
               Special Servicer; Record Keeping............................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations and Warranties of Master Servicer
               and Special Servicer........................................
Section 3.24  Sub-Servicing Agreement Representation and Warranty..........
Section 3.25  Designation of Controlling Class Representative..............
Section 3.26  Companion Paying Agent.......................................
Section 3.27  Companion Register...........................................
Section 3.28  Future Debt Secured by Interests in Related
               Borrowers...................................................
Section 3.29  Certain Matters Relating to the Future
               Securitization of the Prime Outlets Pool Pari
               Passu Companion Loan........................................

                                  ARTICLE IV
                     DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Statements to Certificateholders; CMSA Loan
               Periodic Update File........................................
Section 4.03  P&I Advances.................................................
Section 4.04  Allocation of Realized Losses and Additional Trust
               Fund Expenses; Allocation of Certificate Deferred
               Interest; Allocation of Appraisal Reduction
               Amounts.....................................................
Section 4.05  Calculations.................................................
Section 4.06  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 CONTROLLING CLASS REPRESENTATIVE

Section 6.01  Liability of Depositor, Master Servicer and Special
               Servicer....................................................
Section 6.02  Merger, Consolidation or Conversion of Depositor or
               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 and Trustee in Respect of
               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  Designation of Special Servicer by the Controlling
               Class and Controlling Holders...............................
Section 6.10  Master Servicer or Special Servicer as Owner of a
               Certificate.................................................
Section 6.11  The Controlling Class Representative.........................

                                 ARTICLE VII
                                   DEFAULT

Section 7.01  Events of Default............................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders and Companion
               Holders.....................................................
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 Mortgage Loans..............................
Section 8.04  Trustee May Own Certificates.................................
Section 8.05  Fees and Expenses of Trustee; Indemnification of
               Trustee.....................................................
Section 8.06  Eligibility Requirements for Trustee.........................
Section 8.07  Resignation and Removal of 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  Access to Certain Information................................
Section 8.14  Appointment of REMIC Administrators..........................
Section 8.15  Representations and Warranties of Trustee....................
Section 8.16  Appointment of the Paying Agent..............................
Section 8.17  Reports to the Securities and Exchange Commission;
               Available Information.......................................
Section 8.18  Maintenance of Mortgage File.................................

                                  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 Administration of the Additional Interest Grantor
               Trust.......................................................

                                  ARTICLE XI
                           MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Grant of a Security Interest.................................
Section 11.08 Streit Act...................................................
Section 11.09 Successors and Assigns; Beneficiaries........................
Section 11.10 Article and Section Headings.................................
Section 11.11 Notices to Rating Agencies...................................
Section 11.12 Complete Agreement...........................................


<PAGE>

                                   EXHIBITS

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Exhibit Description              Exhibit No.   Section Reference
--------------------------------------------------------------------------------
Form of Class A-1 Certificate        A-1       Section 1.01 Definition of
                                               "Class A-1 Certificate"
--------------------------------------------------------------------------------
Form of Class A-2 Certificate        A-2       Section 1.01 Definition of
                                               "Class A-2 Certificate"
--------------------------------------------------------------------------------
Form of Class A-3 Certificate        A-3       Section 1.01 Definition of
                                               "Class A-3 Certificate"
--------------------------------------------------------------------------------
Form of Class A-PB Certificate       A-4       Section 1.01 Definition of
                                               "Class A-PB Certificate"
--------------------------------------------------------------------------------
Form of Class A-4 Certificate        A-5       Section 1.01 Definition of
                                               "Class A-4 Certificate"
--------------------------------------------------------------------------------
Form of Class A-5 Certificate        A-6       Section 1.01 Definition of
                                               "Class A-5 Certificate"
--------------------------------------------------------------------------------
Form of Class A-1A Certificate       A-7       Section 1.01 Definition of
                                               "Class A-1A Certificate"
--------------------------------------------------------------------------------
Form of Class X-C Certificate        A-8       Section 1.01 Definition of
                                               "Class X-C Certificate"
--------------------------------------------------------------------------------
Form of Class X-P Certificate        A-9       Section 1.01 Definition of
                                               "Class X-P Certificate"
--------------------------------------------------------------------------------
Form of Class A-M Certificate       A-10       Section 1.01 Definition of
                                               "Class A-M Certificate"
--------------------------------------------------------------------------------
Form of Class A-J Certificate       A-11       Section 1.01 Definition of
                                               "Class A-J Certificate"
--------------------------------------------------------------------------------
Form of Class B Certificate         A-12       Section 1.01 Definition of
                                               "Class B Certificate"
--------------------------------------------------------------------------------
Form of Class C Certificate         A-13       Section 1.01 Definition of
                                               "Class C Certificate"
--------------------------------------------------------------------------------
Form of Class D Certificate         A-14       Section 1.01 Definition of
                                               "Class D Certificate"
--------------------------------------------------------------------------------
Form of Class E Certificate         A-15       Section 1.01 Definition of
                                               "Class E Certificate"
--------------------------------------------------------------------------------
Form of Class F Certificate         A-16       Section 1.01 Definition of
                                               "Class F Certificate"
--------------------------------------------------------------------------------
Form of Class G Certificate         A-17       Section 1.01 Definition of
                                               "Class G Certificate"
--------------------------------------------------------------------------------
Form of Class H Certificate         A-18       Section 1.01 Definition of
                                               "Class H Certificate"
--------------------------------------------------------------------------------
Form of Class J Certificate         A-19       Section 1.01 Definition of
                                               "Class J Certificate"
--------------------------------------------------------------------------------
Form of Class K Certificate         A-20       Section 1.01 Definition of
                                               "Class K Certificate"
--------------------------------------------------------------------------------
Form of Class L Certificate         A-21       Section 1.01 Definition of
                                               "Class L Certificate"
--------------------------------------------------------------------------------
Form of Class M Certificate         A-22       Section 1.01 Definition of
                                               "Class M Certificate"
--------------------------------------------------------------------------------
Form of Class N Certificate         A-23       Section 1.01 Definition of
                                               "Class N Certificate"
--------------------------------------------------------------------------------
Form of Class O Certificate         A-24       Section 1.01 Definition of
                                               "Class O Certificate"
--------------------------------------------------------------------------------
Form of Class P Certificate         A-25       Section 1.01 Definition of
                                               "Class P Certificate"
--------------------------------------------------------------------------------
Form of Class Q Certificate         A-26       Section 1.01 Definition of
                                               "Class Q Certificate"
--------------------------------------------------------------------------------
Form of Class S Certificate         A-27       Section 1.01 Definition of
                                               "Class S Certificate"
--------------------------------------------------------------------------------
Form of Class R-I  Certificate      A-28       Section 1.01 Definition of
                                               "Class R-I  Certificate"
--------------------------------------------------------------------------------
Form of Class R-II Certificate      A-29       Section 1.01 Definition of
                                               "Class R-II  Certificate"
--------------------------------------------------------------------------------
Form of Class Z Certificate         A-30       Section 1.01 Definition of
                                               "Class Z  Certificate"
--------------------------------------------------------------------------------
Mortgage Loan Schedule                B        Section 1.01 Definition of
                                               "Mortgage Loan Schedule"
--------------------------------------------------------------------------------
Schedule of Exceptions to            C-1       Section 2.02(a)
  Mortgage File Delivery
--------------------------------------------------------------------------------
Form of Custodial                    C-2       Section 2.02(b)
  Certification
--------------------------------------------------------------------------------
Form of Master Servicer              D-1       Section 1.01 Definition of
  Request for Release                          "Request for Release";
                                               Section 2.03(b);
                                               Section 3.10(a); and
                                               Section 3.10(b)
--------------------------------------------------------------------------------
Form of Special Servicer             D-2       Section 1.01 Definition of
  Request for Release                          "Request for Release";
                                               Section 3.10(b)
--------------------------------------------------------------------------------
Calculation of NOI/Debt               E        Section 1.01 Definition of "Net
  Service Coverage Ratios                      Operating Income"
--------------------------------------------------------------------------------
Form of Transferor Certificate       F-1       Section 5.02(b)
--------------------------------------------------------------------------------
Form of Transferee                   F-2       Section 5.02(b)
  Certificate for QIBs
--------------------------------------------------------------------------------
Form of Transferee                   F-3       Section 5.02(b)
  Certificate for Non-QIBs
--------------------------------------------------------------------------------
Form of Transferee Certificate        G        Section 5.02(c)
--------------------------------------------------------------------------------
Form of Transfer Affidavit           H-1       Section 5.02(d)(i)(B)
  and Agreement Pursuant to
  Section 5.02(d)(i)(B)
--------------------------------------------------------------------------------
Form of Transferor                   H-2       Section 5.02(d)(i)(D)
  Certificate Pursuant to
  Section 5.02(d)(i)(D)
--------------------------------------------------------------------------------
Form of Notice and                   I-1       Section 6.09
  Acknowledgment
--------------------------------------------------------------------------------
Form of Acknowledgment of            I-2       Section 6.09
  Proposed Special Servicer
--------------------------------------------------------------------------------
[RESERVED]                            J
--------------------------------------------------------------------------------
Form of Certificateholder            K-1       Section 1.01 Definition of
  Confirmation Certificate                     "Privileged Person";
  Request by Beneficial Holder                 Section 3.15(a)
--------------------------------------------------------------------------------
Form of Prospective Purchaser        K-2       Section 1.01 Definition of
  Certificate                                  "Privileged Person";
                                               Section 3.15(a)
--------------------------------------------------------------------------------
Initial Companion Holders             L        Section 3.27
--------------------------------------------------------------------------------
Form of Purchase Option Notice        M        Section 3.18(e)
--------------------------------------------------------------------------------
Form of Defeasance Certificate        N        Section 3.20(h)
--------------------------------------------------------------------------------
Form of Depositor                     O        Section 8.17(k)(v); Section
  Certification                                8.17(n)
--------------------------------------------------------------------------------
Form of Trustee Certification         P        Section 8.17(d)
--------------------------------------------------------------------------------
Form of Master Servicer              Q-1       Section 8.17(d)
  Certification
--------------------------------------------------------------------------------
Form of Special Servicer             Q-2       Section 8.17(d)
  Certification
--------------------------------------------------------------------------------
Class A-PB Planned Principal          R        Section 1.01 Definition of
  Balance Schedule                             "Class A-PB Planned Principal
                                               Amount"
--------------------------------------------------------------------------------
Relevant Servicing Criteria           S        Section 1.01 Definition of
                                               "Relevant Servicing Criteria"
--------------------------------------------------------------------------------
Class X-P Reference Rate              T        Section 1.01 Definition of
  Schedule                                     "Class X-P Reference Rate"
--------------------------------------------------------------------------------
Additional Form 10-D                  U        Section 8.17(i)
  Disclosure
--------------------------------------------------------------------------------
Additional Disclosure                 V        Section 1.01 Definition of
  Notification                                 "Additional Disclosure
                                               Notification"; Section 8.17(i)
--------------------------------------------------------------------------------
Additional Form 10-K                  W        Section 8.17(k)
  Disclosure
--------------------------------------------------------------------------------
Form 8-K Disclosure                   X        Section 8.17(j)
  Information
--------------------------------------------------------------------------------
Sub-Servicer List                     Y        Section 8.17(f)
--------------------------------------------------------------------------------


<PAGE>


                       POOLING AND SERVICING AGREEMENT

            This Pooling and Servicing Agreement (the "Agreement") is dated
and effective as of March 1, 2006, among WACHOVIA COMMERCIAL MORTGAGE
SECURITIES, INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as
Master Servicer, LNR PARTNERS, INC., as Special Servicer and WELLS FARGO
BANK, N.A., as Trustee.

                            PRELIMINARY STATEMENT:

            The Depositor intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple
classes (each, a "Class"), which in the aggregate will evidence the entire
beneficial ownership interest in a trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be the Mortgage Loans.

                                   REMIC I

            As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of all of the Mortgage Loans (exclusive
of that portion of the interest payments thereon that constitutes Additional
Interest) 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 REMIC I.  The Class R-I Certificates will represent the
sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions under federal income tax law.

                                   REMIC II

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

            The following table sets forth the Class or Component
designation, the original REMIC I Principal Balance for each corresponding
REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest"), the
Corresponding Components of the Class X Certificates (the "Corresponding
Components") and the Original Class Principal Balance for each Class of
Sequential Pay Certificates (the "Corresponding Certificates").


<PAGE>


--------------------------------------------------------------------------------
                           Corresponding                          Corresponding
                 Original     REMIC I      Original               Components of
                   Class      Regular      REMIC I      REMIC I      Class X
 Corresponding   Principal   Interests    Principal  Pass-Through  Certificates
 Certificates     Balance       (1)        Balance       Rate          (1)
--------------------------------------------------------------------------------
Class A-1       $105,862,000   LA-1-1     $6,097,000      (2)        X-A-1-1
--------------------------------------------------------------------------------
                               LA-1-2    $11,638,000                 X-A-1-2
--------------------------------------------------------------------------------
                               LA-1-3    $67,613,000                 X-A-1-3
--------------------------------------------------------------------------------
                               LA-1-4    $20,514,000                 X-A-1-4
--------------------------------------------------------------------------------
Class A-2       $137,307,000   LA-2-1    $56,936,000      (2)        X-A-2-1
--------------------------------------------------------------------------------
                               LA-2-2    $77,964,000                 X-A-2-2
--------------------------------------------------------------------------------
                               LA-2-3     $2,407,000                 X-A-2-3
--------------------------------------------------------------------------------
Class A-3       $62,700,000     LA-3     $62,700,000      (2)         X-A-3
--------------------------------------------------------------------------------
Class A-PB      $252,071,000  LA-PB-1    $24,569,000      (2)        X-A-PB-1
--------------------------------------------------------------------------------
                              LA-PB-2    $74,790,000                 X-A-PB-2
--------------------------------------------------------------------------------
                              LA-PB-3    $72,230,000                 X-A-PB-3
--------------------------------------------------------------------------------
                              LA-PB-4    $80,482,000                 X-A-PB-4
--------------------------------------------------------------------------------
Class A-4       $1,280,716,000 LA-4-1     $1,761,000      (2)        X-A-4-1
--------------------------------------------------------------------------------
                               LA-4-2    $151,011,000                X-A-4-2
--------------------------------------------------------------------------------
                               LA-4-3    $68,199,000                 X-A-4-3
--------------------------------------------------------------------------------
                               LA-4-4    $65,293,000                 X-A-4-4
--------------------------------------------------------------------------------
                               LA-4-5    $69,135,000                 X-A-4-5
--------------------------------------------------------------------------------
                               LA-4-6    $100,384,000                X-A-4-6
--------------------------------------------------------------------------------
                               LA-4-7    $824,933,000                X-A-4-7
--------------------------------------------------------------------------------
Class A-5       $500,000,000    LA-5     $500,000,000                 X-A-5
--------------------------------------------------------------------------------
Class A-1A      $622,245,000  LA-1A-1      $783,000       (2)        X-A-1A-1
--------------------------------------------------------------------------------
                              LA-1A-2      $993,000                  X-A-1A-2
--------------------------------------------------------------------------------
                              LA-1A-3    $11,443,000                 X-A-1A-3
--------------------------------------------------------------------------------
                              LA-1A-4    $13,073,000                 X-A-1A-4
--------------------------------------------------------------------------------
                              LA-1A-5    $12,837,000                 X-A-1A-5
--------------------------------------------------------------------------------
                              LA-1A-6    $12,468,000                 X-A-1A-6
--------------------------------------------------------------------------------
                              LA-1A-7    $12,568,000                 X-A-1A-7
--------------------------------------------------------------------------------
                              LA-1A-8    $12,178,000                 X-A-1A-8
--------------------------------------------------------------------------------
                              LA-1A-9    $12,214,000                 X-A-1A-9
--------------------------------------------------------------------------------
                              LA-1A-10   $21,320,000                X-A-1A-10
--------------------------------------------------------------------------------
                              LA-1A-11   $12,284,000                X-A-1A-11
--------------------------------------------------------------------------------
                              LA-1A-12   $14,112,000                X-A-1A-12
--------------------------------------------------------------------------------
                              LA-1A-13   $11,473,000                X-A-1A-13
--------------------------------------------------------------------------------
                              LA-1A-14   $15,574,000                X-A-1A-14
--------------------------------------------------------------------------------
                              LA-1A-15   $458,925,000               X-A-1A-15
--------------------------------------------------------------------------------
Class A-M       $422,986,000    LA-M     $422,986,000     (2)         X-A-M
--------------------------------------------------------------------------------
Class A-J       $274,941,000    LA-J     $274,941,000     (2)         X-A-J
--------------------------------------------------------------------------------
Class B         $37,011,000      LB      $37,011,000      (2)          X-B
--------------------------------------------------------------------------------
Class C         $52,873,000      LC      $52,873,000      (2)          X-C
--------------------------------------------------------------------------------
Class D         $37,011,000      LD      $37,011,000      (2)          X-D
--------------------------------------------------------------------------------
Class E         $31,724,000     LE-1     $28,565,000      (2)         X-E-1
--------------------------------------------------------------------------------
                                LE-2      $3,159,000                  X-E-2
--------------------------------------------------------------------------------
Class F         $42,299,000     LF-1     $10,321,000      (2)         X-F-1
--------------------------------------------------------------------------------
                                LF-2     $30,897,000                  X-F-2
--------------------------------------------------------------------------------
                                LF-3      $1,081,000                  X-F-3
--------------------------------------------------------------------------------
Class G         $52,873,000     LG-1     $31,052,000      (2)         X-G-1
--------------------------------------------------------------------------------
                                LG-2     $21,821,000                  X-G-2
--------------------------------------------------------------------------------
Class H         $52,873,000     LH-1     $15,258,000      (2)         X-H-1
--------------------------------------------------------------------------------
                                LH-2     $35,317,000                  X-H-2
--------------------------------------------------------------------------------
                                LH-3      $2,298,000                  X-H-3
--------------------------------------------------------------------------------
Class J         $58,161,000     LJ-1     $36,579,000      (2)         X-J-1
--------------------------------------------------------------------------------
                                LJ-2     $21,582,000                  X-J-2
--------------------------------------------------------------------------------
Class K         $52,873,000     LK-1     $11,530,000      (2)         X-K-1
--------------------------------------------------------------------------------
                                LK-2     $39,627,000                  X-K-2
--------------------------------------------------------------------------------
                                LK-3      $1,716,000                  X-K-3
--------------------------------------------------------------------------------
Class L         $10,575,000      LL      $10,575,000      (2)          X-L
--------------------------------------------------------------------------------
Class M         $21,149,000      LM      $21,149,000      (2)          X-M
--------------------------------------------------------------------------------
Class N         $15,862,000      LN      $15,862,000      (2)          X-N
--------------------------------------------------------------------------------
Class O         $10,575,000      LO      $10,575,000      (2)          X-O
--------------------------------------------------------------------------------
Class P         $15,862,000      LP      $15,862,000      (2)          X-P
--------------------------------------------------------------------------------
Class Q         $15,862,000      LQ      $15,862,000      (2)          X-Q
--------------------------------------------------------------------------------
Class S         $63,448,029      LS      $63,448,029      (2)          X-S
--------------------------------------------------------------------------------

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

(1)   The REMIC I Regular Interest or Interests and the Component or Components
      of the Class X Certificates that correspond to any particular Class of
      Sequential Pay Certificates also correspond to each other and,
      accordingly, constitute the Corresponding REMIC I Regular Interests and
      the Corresponding Components (if any), respectively, with respect to each
      other.

(2)   The Weighted Average Net Mortgage Rate.

            The portion of the Trust Fund consisting of the Additional
Interest and amounts held from time to time in the Additional Interest
Account that represent Additional Interest shall be treated as a grantor
trust (the "Additional Interest Grantor Trust") for federal income tax
purposes.  The Class Z Certificates represent undivided beneficial interests
in such Additional Interest Grantor Trust.  As provided herein, the Trustee
shall take all actions necessary to ensure that the portions of the Trust
Fund consisting of the Additional Interest Grantor Trust maintain their
status as a "grantor trust" under federal income tax law and not be treated
as part of either REMIC I or REMIC II.

            Each of the six (6) mortgage loans referred to in this Agreement
as the Prime Outlets Pool Pari Passu Companion Loan, the Hyatt Center Pari
Passu Companion Loan, the 620 Avenue of the Americas Companion Loan, the
Hohokam Towers Companion Loan, the DEA/ATF Building Companion Loan and the
SSA-Austin, TX Companion Loan (each, a "Companion Loan" and collectively the
"Companion Loans") are not part of the Trust Fund but are secured by
corresponding Mortgages that secure certain related Mortgage Loans that are
identified on the Mortgage Loan Schedule as the Prime Outlets Pool Loan (loan
number 1), Hyatt Center Loan (loan number 4), the 620 Avenue of the Americas
Loan (loan number 3), the Hohokam Towers Loan (loan number 22), the DEA/ATF
Building Loan (loan number 87) and the SSA-Austin, TX Loan (loan number 168)
(each, a "Co-Lender Loan" and collectively, the "Co-Lender Loans") that are
part of the Trust Fund.

            The Prime Outlets Pool Loan and the Prime Outlet Pool Pari Passu
Companion Loan are pari passu with each other.  The Hyatt Center Loan and the
Hyatt Center Pari Passu Companion Loan are pari passu with each other.  As
and to the extent provided herein, each of the Companion Loans (other than
the Hyatt Center Pari Passu Companion Loan) will be serviced and administered
in accordance with this Agreement.  The Hyatt Center Loan and the Hyatt
Center Pari Passu Companion Loan will be serviced and administered in
accordance with the Pooling and Servicing Agreement (the "2005-C22 Pooling
and Servicing Agreement"), dated as of December 1, 2005, by and among
Wachovia Commercial Mortgage Securities, Inc., as depositor (the "2005-C22
Depositor"), Wachovia Bank, National Association, as master servicer (the
"2005-C22 Master Servicer"), CWCapital Asset Management LLC, as special
servicer (the "2005-C22 Special Servicer"), and Wells Fargo Bank, N.A., as
trustee (the "2005-C22 Trustee"), pursuant to which the Wachovia Bank
Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2005-C22 were issued.  Amounts attributable to the Companion Loans
will not be assets of the Trust Fund and will be owned by the Companion
Holders.

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

                                  ARTICLE I

                                 DEFINITIONS

            Section 1.01      Defined Terms.

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

            "2005-C22 Controlling Class Representative": The "Controlling
Class Representative" as defined in the 2005-C22 Pooling and Servicing
Agreement.

            "2005-C22 Depositor": As defined in the Preliminary Statement.

            "2005-C22 Majority Subordinate Certificateholder": The "Majority
Subordinate Certificateholder" as defined in the 2005-C22 Pooling and
Servicing Agreement.

            "2005-C22 Master Servicer": As defined in the Preliminary
Statement.

            "2005-C22 Mortgage Loan Purchase Agreement": The "Mortgage Loan
Purchase Agreement" as defined in the 2005-C22 Pooling and Servicing
Agreement.

            "2005-C22 Pooling and Servicing Agreement": As defined in the
Preliminary Statement.

            "2005-C22 Serviced Mortgage Loan": The Hyatt Center Loan.

            "2005-C22 Special Servicer": As defined in the Preliminary
Statement.

            "2005-C22 Trustee": As defined in the Preliminary Statement.

            "30/360 Basis": The accrual of interest calculated on the basis
of a 360-day year consisting of twelve 30-day months.

            "620 Avenue of the Americas Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the 620 Avenue of the Americas
Loan.

            "620 Avenue of the Americas Intercreditor Agreement": The
Intercreditor and Servicing Agreement, dated as of January 13, 2006 by and
between Wachovia Bank, National Association, as A-Note Holder and SLG 620
Sixth Funding LLC, as B-Note Holder relating to the 620 Avenue of the
Americas Loan Pair.

            "620 Avenue of the Americas Loan": That certain Mortgage Loan
which is included in the Trust Fund (identified as loan number 3 on the
Mortgage Loan Schedule).

            "620 Avenue of the Americas Loan Pair": The 620 Avenue of the
Americas Loan, together with the 620 Avenue of the Americas Companion Loan.

            "Accrued Certificate Interest": With respect to any Class of
Regular Certificates (other than the Class X Certificates) for any
Distribution Date, one month's interest at the Pass-Through Rate applicable
to such Class of Certificates for such Distribution Date, accrued for the
related Interest Accrual Period on the related Class Principal Balance
outstanding immediately prior to such Distribution Date; and, with respect to
the Class X-C and Class X-P Certificates for any Distribution Date, the sum
of the Accrued Component Interest for the related Interest Accrual Period for
all of their respective Components for such Distribution Date.  Accrued
Certificate Interest shall be calculated on a 30/360 Basis and, with respect
to any Class of Regular Certificates for any Distribution Date, shall be
deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.

            "Accrued Component Interest": With respect to each Component of
the Class X-C and Class X-P Certificates for any Distribution Date, one
month's interest at the Class X-C Strip Rate or Class X-P Strip Rate, as the
case may be, applicable to such Component for such Distribution Date, accrued
on the Component Notional Amount of such Component outstanding immediately
prior to such Distribution Date.  Accrued Component Interest shall be
calculated on a 30/360 Basis and, with respect to any Component and any
Distribution Date, shall be deemed to accrue during the calendar month
preceding the month in which such Distribution Date occurs.

            "Acquisition Date": 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 is
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": The accrual of interest calculated on the
basis of the actual number of days elapsed during any calendar month in a
year assumed to consist of 360 days.

            "Actual/360 Mortgage Loan": Each Mortgage Loan that accrues
interest on an Actual/360 Basis and that is identified as an Actual/360
Mortgage Loan on the Mortgage Loan Schedule.

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

            "Additional Form 10-D Disclosure": As defined in Section 8.17(i).

            "Additional Form 10-K Disclosure": As defined in Section 8.17(k).

            "Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal balance of
such ARD Loan at the Additional Interest Rate (the payment of which interest
shall, under the terms of such Mortgage Loan, be deferred until the entire
outstanding principal balance of such ARD Loan has been paid), together with
all interest, if any, accrued at the related Mortgage Rate on such deferred
interest.  For purposes of this Agreement, Additional Interest on an ARD Loan
or any successor REO Loan 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 such ARD Loan or successor REO Loan,
notwithstanding that the terms of the related Mortgage Loan documents so
permit.  To the extent that any Additional Interest is not paid on a current
basis, it shall be deemed to be deferred interest.

            "Additional Interest Account": The segregated account, accounts
or subaccounts created and maintained by the Trustee pursuant to
Section 3.04(d) which shall be entitled "Wells Fargo Bank, N.A., as Trustee,
in trust for the registered holders of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23,
Additional Interest Account."  The Additional Interest Account shall not be
an asset of either REMIC created hereunder.

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

            "Additional Interest Grantor Trust Assets": The segregated pool
of assets consisting of (i) any Additional Interest with respect to the ARD
Loans after their respective Anticipated Repayment Dates and (ii) amounts
held from time to time in the Additional Interest Account.

            "Additional Interest Rate": With respect to any ARD Loan after
its Anticipated Repayment Date, the incremental increase in the per annum
rate at which such Mortgage Loan accrues interest after the Anticipated
Repayment Date (in the absence of defaults) as calculated and as set forth in
the related Mortgage Loan documents.

            "Additional Servicer": 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, who
services 10% or more of the Mortgage Loans.

            "Additional Trust Fund Expense": Any Special Servicing Fees,
Workout Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and
4.03(d), interest payable to the Master Servicer and/or the Trustee on
Advances (to the extent not offset by Penalty Interest and late payment
charges), the cost of contracting with a Determination Party as set forth in
Section 2.03 and amounts payable to the Special Servicer in connection with
inspections of Mortgaged Properties required pursuant to the first sentence
of Section 3.12(a) (and not otherwise paid from Penalty Interest and late
payment charges), as well as (without duplication) any of the expenses of the
Trust Fund that may be withdrawn (x) pursuant to any of clauses (ix), (x),
(xiii), (xiv), (xv) and (xxi) of Section 3.05(a) out of general collections
on the Mortgage Loans and any REO Properties on deposit in the Certificate
Account or (y) pursuant to clause (ii) or any of clauses (iv) through (vi) of
Section 3.05(b) out of general collections on the Mortgage Loans and any REO
Properties on deposit in the Distribution Account; provided that for purposes
of the allocations contemplated by Section 4.04, no such expense shall be
deemed to have been incurred by the Trust Fund until such time as the payment
thereof is actually made from the Certificate Account or the Distribution
Account, as the case may be.

            "Additional Yield Amount": (a) With respect to any Distribution
Date and any Class of Regular Certificates (other than the Class X
Certificates and any Excluded Class) entitled to distributions of principal
with respect to Loan Group 1 pursuant to Section 4.01(a) on such Distribution
Date; provided that a Yield Maintenance Charge and/or Prepayment Premium was
actually collected on a Mortgage Loan or an REO Loan in such Loan Group
during the related Collection Period, the product of (a) such Yield
Maintenance Charge and/or Prepayment Premium multiplied by (b) a fraction,
which in no event will be greater than one, the numerator of which is equal
to the positive excess, if any, of (i) the Pass-Through Rate for such Class
of Regular Certificates then receiving principal over (ii) the related
Discount Rate, and the denominator of which is equal to the positive excess,
if any, of (i) the Mortgage Rate for such Mortgage Loan or REO Loan, as the
case may be, over (ii) the related Discount Rate, multiplied by (c) a
fraction, the numerator of which is equal to the amount of principal
distributable on such Class of Regular Certificates on such Distribution Date
pursuant to Section 4.01(a) with respect to Loan Group 1, and the denominator
of which is equal to the Loan Group 1 Principal Distribution Amount for such
Distribution Date.

            (b)   With respect to any Distribution Date and any Class of
      Regular Certificates (other than the Class X Certificates and any
      Excluded Class) entitled to distributions of principal with respect to
      Loan Group 2 pursuant to Section 4.01(a) on such Distribution Date;
      provided that a Yield Maintenance Charge and/or Prepayment Premium was
      actually collected on a Mortgage Loan or an REO Loan in such Loan Group
      during the related Collection Period, the product of (a) such Yield
      Maintenance Charge and/or Prepayment Premium multiplied by (b) a
      fraction, which in no event will be greater than one, the numerator of
      which is equal to the positive excess, if any, of (i) the Pass-Through
      Rate for such Class of Regular Certificates then receiving principal
      over (ii) the related Discount Rate, and the denominator of which is
      equal to the positive excess, if any, of (i) the Mortgage Rate for such
      Mortgage Loan or REO Loan, as the case may be, over (ii) the related
      Discount Rate, multiplied by (c) a fraction, the numerator of which is
      equal to the amount of principal distributable on such Class of Regular
      Certificates on such Distribution Date pursuant to Section 4.01(a) with
      respect to Loan Group 2, and the denominator of which is equal to the
      Loan Group 2 Principal Distribution Amount for such Distribution Date.

            (c)   For purposes of the foregoing, to the extent that payments
      of principal on any Class of Regular Certificates (other than the Class
      X Certificates and any Excluded Class) could be made from principal
      amounts allocable to Loan Group 1 or principal amounts allocable to
      Loan Group 2, the Trustee shall assume that those payments of principal
      on that Class of Regular Certificates are made from amounts allocable
      to each Loan Group, on a pro rata basis in accordance with the
      respective amounts allocable to each Loan Group that were available for
      payment on that Class of Certificates.

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

            "Adverse Grantor Trust Event": As defined in Section 10.02(e).

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

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

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

            "Anticipated Repayment Date": For each ARD Loan, the date
specified in the related Mortgage Note after which the Mortgage Rate for such
ARD Loan will increase as specified in the related Mortgage Note (other than
as a result of a default thereunder).

            "Appraisal": With respect to any Mortgage Loan, an appraisal of
the related Mortgaged Property from an Independent Appraiser selected by the
Special Servicer or the Master Servicer prepared in accordance with 12 CFR
ss.225.62 and conducted in accordance with the standards of the American
Appraisal Institute by an Independent Appraiser.

            "Appraisal Reduction Amount": The excess, if any, of (a) the sum
of (without duplication), as calculated by the Special Servicer as of the
first Determination Date immediately succeeding the Special Servicer
obtaining knowledge of the occurrence of the Required Appraisal Date if no
new Required Appraisal is required or the date on which a Required Appraisal
(or letter update or internal valuation, if applicable) is obtained and each
Determination Date thereafter so long as the related Mortgage Loan remains a
Required Appraisal Mortgage Loan (i) the Stated Principal Balance of the
subject Required Appraisal Mortgage Loan, (ii) to the extent not previously
advanced by or on behalf of the Master Servicer or the Trustee (or with
respect to the 2005-C22 Serviced Mortgage Loan, by the 2005-C22 Master
Servicer), all unpaid interest on the Required Appraisal Mortgage Loan
(including, for such purposes, the Prime Outlets Pool Pari Passu Companion
Loan or any related Subordinate Companion Loan serviced hereunder) through
the most recent Due Date prior to such Determination Date at a per annum rate
equal to the related Net Mortgage Rate (exclusive of any portion thereof that
constitutes Additional Interest), (iii) all accrued but unpaid Servicing Fees
and all accrued but unpaid Additional Trust Fund Expenses in respect of such
Required Appraisal Mortgage Loan (or, with respect to the 2005-C22 Serviced
Mortgage Loan, any similar fees and expenses (to the extent the Master
Servicer has actual knowledge of such fees and expenses) payable under the
2005-C22 Pooling and Servicing Agreement), including, for such purposes, the
Prime Outlets Pool Pari Passu Companion Loan or any related Subordinate
Companion Loan serviced hereunder, (iv) all related unreimbursed Advances and
any Advances related to such Required Appraisal Mortgage Loan (including, for
such purposes, the Prime Outlets Pool Pari Passu Companion Loan or any
related Subordinate Companion Loan serviced hereunder) that were reimbursed
out of general collections from the pool of Mortgage Loans (plus accrued
interest thereon) made by or on behalf of the Master Servicer or the Trustee
with respect to such Required Appraisal Mortgage Loan and (v) all currently
due and unpaid real estate taxes and unfunded improvement reserves and
assessments, insurance premiums, and, if applicable, ground rents in respect
of the related Mortgaged Property over (b) an amount equal to the sum of
(i) the Required Appraisal Value (or in the case of each of the Prime Outlets
Pool Loan and the 2005-C22 Serviced Mortgage Loan, its pro rata portion of
the Required Appraisal Value based on its outstanding principal balance and
the outstanding principal balance of the related Whole Loan) and (ii) all
escrows, reserves and letters of credit held for the purposes of reserves
(provided such letters of credit may be drawn upon for reserve purposes under
the related Mortgage Loan document) held with respect to such Required
Appraisal Mortgage Loan.  If the Special Servicer fails to obtain a Required
Appraisal (or letter update or internal valuation, if applicable) within the
time limit described in Section 3.09(a), the Appraisal Reduction Amount for
the related Required Appraisal Mortgage Loan will equal 25% of the
outstanding principal balance of such Required Appraisal Mortgage Loan
(including, for such purposes, the Prime Outlets Pool Pari Passu Companion
Loan or any related Subordinate Companion Loan serviced hereunder) to be
adjusted upon receipt of a Required Appraisal or letter update or internal
valuation, if applicable.  In the event a Mortgagor fails to make a Balloon
Payment on a scheduled maturity date and no Appraisal has been received
within 120 days of such failure, the Appraisal Reduction Amount for the
related Mortgage Loan (including, for such purposes, the Prime Outlets Pool
Pari Passu Companion Loan or any related Subordinate Companion Loan serviced
hereunder) will equal 25% of the outstanding principal balance of such
Mortgage Loan (including, for such purposes, the Prime Outlets Pool Pari
Passu Companion Loan or any related Subordinate Companion Loan serviced
hereunder), to be adjusted upon receipt of the new Appraisal.  Any Appraisal
Reduction Amount for a Co-Lender Loan shall be allocated as provided in
Section 4.04(d).

            "Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most recent Appraisal (or letter
update or internal valuation, if applicable) that is contained in the related
Servicing File.

            "ARD Loan": Any Mortgage Loan that provides that if the
unamortized principal balance thereof is not repaid on its Anticipated
Repayment Date, such Mortgage Loan will accrue Additional Interest at the
rate specified in the related Mortgage Note and the Mortgagor is required to
apply excess monthly cash flow generated by the related Mortgaged Property to
the repayment of the outstanding principal balance on such Mortgage Loan.

            "Artesia": Artesia Mortgage Capital Corporation, or its
successor in interest.

            "Artesia Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of March 1, 2006, between the
Depositor and Artesia, and relating to the transfer of the Artesia Mortgage
Loans to the Depositor.

            "Artesia Mortgage Loans": Each of the Mortgage Loans transferred
and assigned to the Depositor pursuant to the Artesia Mortgage Loan Purchase
Agreement.

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

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

            "Assumed Scheduled Payment": With respect to any Balloon
Mortgage Loan for its Stated Maturity Date (provided that such Mortgage Loan
has not been paid in full and no other Liquidation Event has occurred in
respect thereof on or before such Stated Maturity Date) and for any Due Date
thereafter as of which such Mortgage Loan remains outstanding and part of the
Trust Fund, the Periodic Payment of principal and/or interest deemed to be
due in respect thereof on such Due Date that would have been due in respect
of such Mortgage Loan on such Due Date if the related Mortgagor had been
required to continue to pay principal in accordance with the amortization
schedule, if any, and to accrue interest at the Mortgage Rate, in effect on
the Closing Date and without regard to the occurrence of its Stated Maturity
Date.  With respect to any REO Loan, for any Due Date therefor as of which
the related REO Property remains part of the Trust Fund, the Periodic Payment
of principal and/or interest deemed to be due in respect thereof on such Due
Date that would have been due in respect of the predecessor Mortgage Loan
(or, if applicable, Companion Loans) on such Due Date had it remained
outstanding (or, if the predecessor Mortgage Loan was a Balloon Mortgage Loan
and such Due Date coincides with or follows what had been its Stated Maturity
Date, the Assumed Scheduled Payment that would have been deemed due in
respect of the predecessor Mortgage Loan on such Due Date had it remained
outstanding).

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

            "Available Distribution Amount": With respect to any
Distribution Date, an amount equal to, with respect to each Mortgage Loan,
(a) the sum (including, with respect to the 2005-C22 Serviced Mortgage Loan
any amounts remitted by or advanced pursuant to the 2005-C22 Pooling and
Servicing Agreement) of, without duplication, (i) the aggregate of the
amounts on deposit in the Certificate Account and the Distribution Account as
of the close of business on the last day of the related Collection Period and
the amounts collected by or on behalf of the Master Servicer as of the close
of business on the last day of such Collection Period and required to be
deposited in the Certificate Account; (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; (iii) the
aggregate amount transferred from the REO Account (if established) to the
Certificate Account as of the last day of the related Collection Period, on
or prior to the P&I Advance Date in such month, pursuant to Section 3.16(c);
(iv) the aggregate amount deposited by the Master Servicer in the Certificate
Account for such Distribution Date pursuant to Section 3.19 in connection
with Prepayment Interest Shortfalls; and (v) for each Distribution Date
occurring in March, and for the final Distribution Date if the final
Distribution Date occurs in February or, if such year is not a leap year, in
January, the aggregate of the Interest Reserve Amounts in respect of each
Interest Reserve Loan deposited into the Distribution Account pursuant to
Section 3.05(d), net of (b) the portion of the amount described in subclauses
(a)(i) and (a)(iii) of this definition that represents one or more of the
following: (i) collected Periodic 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 (A) Certificate Account pursuant to
clauses (ii)-(xvi), (xx), (xxi) and (xxiii) of Section 3.05(a) or (B) the
Distribution Account pursuant to clauses (ii)-(vii) of Section 3.05(b),
(iii) Prepayment Premiums and Yield Maintenance Charges, (iv) Additional
Interest, (v) with respect to the Distribution Date occurring in February of
each year and in January of each year that is not a leap year, the Interest
Reserve Amounts with respect to the Interest Reserve Loans to be withdrawn
from the Certificate Account and remitted to the Trustee for deposit in the
Interest Reserve Account in respect of such Distribution Date and held for
future distribution pursuant to Section 3.04(c), (vi) for the initial
Distribution Date only and each Mortgage Loan originated in February 2006
that has its first Due Date in April 2006, any interest amounts relating to
the period prior to the Cut-Off Date of such Mortgage Loan payable to the
related Mortgage Loan Seller; and (vii) any amounts deposited in the
Certificate Account or the Distribution Account in error.  The Available
Distribution Amount will not include any amounts required to be distributed
pursuant to the terms of any Intercreditor Agreement or this Agreement to a
Companion Holder.

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

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

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

            "Bid Allocation": With respect to the Master Servicer and each
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": Any Certificate registered in the name
of the Depository or its nominee.

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

            "Business Day": Any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York, or the cities in which
the Corporate Trust Office of the Trustee (which as of the Closing Date is
Columbia, Maryland), the offices of the Master Servicer (which as of the
Closing Date is Charlotte, North Carolina) or the offices of the Special
Servicer (which as of the Closing Date is Miami Beach, Florida) are located,
are authorized or obligated by law or executive order to remain closed.

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

            "Certificate": Any one of the Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23, as
executed by the Certificate Registrar and authenticated and delivered
hereunder by the Authenticating Agent.

            "Certificate Account": 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 Certificateholders, which shall be
entitled "Wachovia Bank, National Association, as Master Servicer for Wells
Fargo Bank, N.A., as Trustee, on behalf of and in trust for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2006-C23."  Subject to the related
Intercreditor Agreement and taking into account that (i) each Subordinate
Companion Loan is subordinate to its related Co-Lender Loan to the extent set
forth in the related Intercreditor Agreement, and (ii) each Pari Passu
Companion Loan is pari passu with the related Pari Passu Mortgage Loan, each
subaccount described in the next to last paragraph of Section 3.04(a) that is
part of the Certificate Account shall be for the benefit of the related
Companion Holder, to the extent funds on deposit in such subaccount are
attributed to the related Companion Loan.

            "Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay Certificates is reduced by the
amount of Mortgage Deferred Interest allocable to such Class of Certificates
on any Distribution Date.

            "Certificate Factor": With respect to any Class of Regular
Certificates as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then current
Class Principal Balance, Class X-C Notional Amount or Class X-P Notional
Amount, as applicable, of such Class of Regular Certificates and the
denominator of which is the Original Class Principal Balance or Original
Notional Amount of such Class of Regular Certificates.

            "Certificate Notional Amount": With respect to any Class X-C
Certificate or Class X-P Certificate, as of any date of determination, the
then notional amount of such Certificate equal to the product of (a) the
Percentage Interest evidenced by such Certificate, multiplied by (b) the then
Class X-C Notional Amount or Class X-P Notional Amount, as applicable.

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

            "Certificate Principal Balance": With respect to any Sequential
Pay Certificate, as of any date of determination, the then outstanding
principal amount of such Certificate equal to the product of (a) the
Percentage Interest evidenced by such Certificate multiplied by (b) the then
Class Principal Balance of the Class of Certificates to which such
Certificate belongs.

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

            "Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) only a Permitted
Transferee shall be the Holder of a Residual 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 any of the Depositor, any
Mortgage Loan Seller, the Master Servicer, the Special Servicer or the
Trustee in its respective capacity as such (except with respect to amendments
or waivers referred to in Sections 7.04 and 11.01 hereof and any consent,
approval or waiver required or permitted to be made by the Majority
Subordinate Certificateholder or the Controlling Class Representative and any
election, removal or replacement of the Special Servicer or the Controlling
Class Representative pursuant to Section 6.09), any Certificate registered in
the name of the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer or the Trustee, as the case may be, or any Certificate
registered in the name of any of their respective 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 "Holders"
or "Certificateholders" shall reflect the rights of Certificate Owners as
they may indirectly exercise such rights through the Depository and the
Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a "Holder"
or "Certificateholder" only the Person in whose name a Certificate is
registered in the Certificate Register.

            "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.

            "Class A Certificates": The Class A-1, Class A-2, Class A-3,
Class A-PB, Class A-4, Class A-5 and Class A-1A Certificates.

            "Class A-1 Certificate": 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 "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class A-1A Certificate": Any one of the Certificates with a
"Class A-1A" designation on the face thereof, substantially in the form of
Exhibit A-7 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class A-2 Certificate": Any one of the Certificates with a
"Class A-2" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class A-3 Certificate": Any one of the Certificates with a
"Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a regular interest in REMIC II
for purposes of the REMIC provisions.

            "Class A-4 Certificate": Any one of the Certificates with a
"Class A-4" designation on the face thereof, substantially in the form of
Exhibit A-5 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class A-5 Certificate": Any one of the Certificates with a
"Class A-5" designation on the face thereof, substantially in the form of
Exhibit A-6 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class A-J Certificate": Any one of the Certificates with a
"Class A-J" designation on the face thereof, substantially in the form of
Exhibit A-11 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class A-M Certificate": Any one of the Certificates with a
"Class A-M" designation on the face thereof, substantially in the form of
Exhibit A-10 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class A-PB Certificate": Any one of the Certificates with a
"Class A-PB designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class A-PB Planned Principal Amount": The planned principal
amount set forth on Exhibit R hereto relating to principal payments for the
Class A-PB Certificates.

            "Class B Certificate": Any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the form of
Exhibit A-12 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class C Certificate": Any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the form of
Exhibit A-13 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class D Certificate": Any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the form of
Exhibit A-14 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class E Certificate": Any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the form of
Exhibit A-15 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class F Certificate": Any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the form of
Exhibit A-16 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class G Certificate": Any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the form of
Exhibit A-17 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class H Certificate": Any one of the Certificates with a
"Class H" designation on the face thereof, substantially in the form of
Exhibit A-18 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class J Certificate": Any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the form of
Exhibit A-19 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class K Certificate": Any one of the Certificates with a
"Class K" designation on the face thereof, substantially in the form of
Exhibit A-20 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class L Certificate": Any one of the Certificates with a
"Class L" designation on the face thereof, substantially in the form of
Exhibit A-21 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class M Certificate": Any one of the Certificates with a
"Class M" designation on the face thereof, substantially in the form of
Exhibit A-22 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class N Certificate": Any one of the Certificates with a
"Class N" designation on the face thereof, substantially in the form of
Exhibit A-23 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class O Certificate": Any one of the Certificates with a
"Class O" designation on the face thereof, substantially in the form of
Exhibit A-24 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class P Certificate": Any one of the Certificates with a
"Class P" designation on the face thereof, substantially in the form of
Exhibit A-25 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class Principal Balance": The aggregate principal balance of
any Class of Sequential Pay Certificates outstanding from time to time.  As
of the Closing Date, the Class Principal Balance of each Class of Sequential
Pay Certificates shall equal the Original Class Principal Balance thereof.
On each Distribution Date, the Class Principal Balance of each such Class of
Certificates shall be 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 reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses allocated thereto on such Distribution
Date pursuant to Section 4.04(a).  The Class Principal Balance of any Class
of Sequential Pay Certificates will be increased on any Distribution Date by
the amount of any Certificate Deferred Interest allocated to such Class on
such Distribution Date.  Distributions in respect of a reimbursement of
Realized Losses and Additional Trust Fund Expenses previously allocated to a
Class of Sequential Pay Certificates shall not constitute distributions of
principal and shall not result in reduction of the related Class Principal
Balance.

            "Class Q Certificate": Any one of the Certificates with a "Class
Q" designation on the face thereof, substantially in the form of Exhibit A-26
attached hereto, and evidencing a "regular interest" in REMIC II for purposes
of the REMIC provisions.

            "Class R-I Certificate": Any one of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the form of
Exhibit A-28 attached hereto, and evidencing the sole class of residual
interests in REMIC I for purposes of the REMIC Provisions.

            "Class R-II Certificate": Any one of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the form of
Exhibit A-29 attached hereto, and evidencing the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions.

            "Class S Certificate": Any one of the Certificates with a
"Class S" designation on the face thereof, substantially in the form of
Exhibit A-27 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class X Certificates": The Class X-C and Class X-P Certificates.

            "Class X-C Certificate": Any one of the Certificates with a
"Class X-C" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of the REMIC Provisions.

            "Class X-C Notional Amount": With respect to the Class X-C
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

            "Class X-C Strip Rate": With respect to any Class of Components
(other than Components that are also Class X-P Components) for any
Distribution Date, a rate per annum equal to (i) the Weighted Average Net
Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate
for the Corresponding Certificates.  In the case of any Class of Components
that are also Class X-P Components, (i) for any Distribution Date occurring
on or before the related Class X-P Component Crossover Date, (x) the Weighted
Average Net Mortgage Rate for such Distribution Date minus (y) the sum of the
Pass-Through Rate for the Corresponding Certificates for such Distribution
Date and the Class X-P Strip Rate for such Component for such Distribution
Date, and (ii) for any Distribution Date occurring after the related Class
X-P Component Crossover Date, a rate per annum equal to (x) the Weighted
Average Net Mortgage Rate for such Distribution Date, minus (y) the
Pass-Through Rate for the Corresponding Certificates (provided that in no
event shall any Class X-C Strip Rate be less than zero).

            "Class X-P Certificate": Any one of the Certificates with a
"Class X-P" designation on the face thereof, substantially in the form of
Exhibit A-9 attached hereto, and evidencing the Class X-P Components and a
"regular interest" in REMIC II for purposes of the REMIC Provisions.

            "Class X-P Component Crossover Date": With respect to each
Component set forth in the table below, the Distribution Date occurring in
the month and year set forth in the table below:

               Component                             Cross-Over Date
--------------------------------------           ----------------------
Component X-A-1-2 and Component
  X-A-1A-2                                         September 2006
Component X-A-1-3 and Component
  X-A-1A-3                                           March 2007
Component X-A-1-4, Component
  X-A-2-1 and Component X-A-1A-4                   September 2007
Component  X-A-2-2 and Component
  X-A-1A-5                                           March 2008
Component X-A-2-3, Component X-A-3,
  Component X-A-PB-1, Component
  X-A-1A-6 and Component X-K-1                     September 2008
Component X-A-PB-2, Component
  X-A-1A-7 and Component  X-K-2                      March 2009
Component X-A-PB-3, Component
  X-A-1A-8, Component X-J-1 and
  Component X-K-3                                  September 2009
Component X-A-PB-4, Component
  X-A-4-1, Component X-A-1A-9,
  Component X-H-1 and Component
  X-J-2                                              March 2010
Component X-A-4-2, Component
  X-A-1A-10 and Component X-H-2                    September 2010
Component X-A-4-3, Component
  X-A-1A-11, Component X-G-1 and
  Component X-H-3                                    March 2011
Component X-A-4-4, Component
  X-A-1A-12, Component X-F-1 and
  Component X-G-2                                  September 2011
Component X-A-4-5, Component
  X-A-1A-13 and Component X-F-2                      March 2012
Component X-A-4-6, Component
  X-A-1A-14, Component X-E-1 and
  Component X-F-3                                  September 2012
Component X-A-4-7, Component X-A-5,
  Component X-A-1A-15, Component
  X-A-M, Component X-A-J, Component
  X-B, Component X-C, Component X-D
  and Component X-E-2                                March 2013

            "Class X-P Components": Each of Component X-A-1-2, Component
X-A-1-3, Component X-A-1-4, Component X-A-1A-2, Component X-A-1A-3, Component
X-A-1A-4, Component X-A-1A-5, Component X-A-1A-6, Component X-A-1A-7,
Component X-A-1A-8, Component X-A-1A-9, Component X-A-1A-10, Component
X-A-1A-11, Component X-A-1A-12, Component X-A-1A-13, Component X-A-1A-14,
Component X-A-1A-15, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3,
Component X-A-3, Component X-A-4-1, Component X-A-4-2, Component X-A-4-3,
Component X-A-4-4, Component X-A-4-5, Component X-A-4-6, Component X-A-4-7,
Component X-A-5, Component X-A-PB-1, Component X-A-PB-2, Component X-A-PB-3,
Component X-A-PB-4, Component X-A-M, Component X-A-J, Component X-B,
Component X-C, Component X-D, Component X-E-1, Component X-E-2, Component
X-F-1, Component X-F-2, Component X-F-3, Component X-G-1, Component X-G-2,
Component X-H-1, Component X-H-2, Component X-H-3, Component X-J-1, Component
X-J-2, Component X-K-1, Component X-K-2 and Component X-K-3.

            "Class X-P Notional Amount": As of any date of determination,
the sum of the then Component Notional Amounts of the Class X-P Components,
excluding those Class X-P Components for which the Class X-P Component
Crossover Date has previously passed.

            "Class X-P Reference Rate": For any Distribution Date, the rate
per annum corresponding to such Distribution Date on Exhibit T.

            "Class X-P Strip Rate": With respect to each of the Class X-P
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Class X-P Component
Crossover Date, (x) the lesser of (i) the Weighted Average Net Mortgage Rate
for such Distribution Date and (ii) the Class X-P Reference Rate for such
Distribution Date minus 0.03% per annum minus (y) the Pass-Through Rate for
the Corresponding Certificates (provided that in no event shall any Class X-P
Strip Rate be less than zero), and (ii) for any Distribution Date occurring
after the related Class X-P Component Crossover Date, 0% per annum.

            "Class Z Certificate": Any one of the Certificates with a
"Class Z" designation on the face thereof, substantially in the form of
Exhibit A-30 attached hereto, and evidencing an undivided beneficial interest
in the Additional Interest that is described in Section 4.01(b).

            "Closing Date": March 7, 2006.

            "CMSA": The Commercial Mortgage Securities Association (formerly
the Commercial Real Estate Secondary Market and Securitization Association)
or any successor organization.

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

            "CMSA Bond File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of
the "CMSA 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": 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": The report
substantially in the form of, and containing the information called for in,
the downloadable form of the "Comparative Financial Status Report" available
as of the Closing Date on the CMSA Website, or such other form for the
presentation of such information as may from time to time be approved by the
CMSA for commercial mortgage securities transactions generally.  In
connection with preparing the CMSA Comparative Financial Status Report, the
Master Servicer shall process (a) interim financial statements beginning with
interim financial statements for the fiscal quarter ending June 30, 2006 and
(b) annual financial statements beginning with annual financial statements
for the 2006 fiscal year.

            "CMSA Delinquent Loan Status Report": The report substantially
in the form of, and containing the information called for in, the
downloadable form of the "Delinquent Loan Status Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time
to time be approved by the CMSA for commercial mortgage securities
transactions generally.

            "CMSA Financial File": The 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.

            "CMSA Historical Liquidation Report": The report substantially
in the form of, and containing the information called for in, the
downloadable form of the "Historical Liquidation Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time
to time be approved by the CMSA for commercial mortgage securities
transactions generally.

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

            "CMSA Loan Level Reserve/LOC Report": The report substantially
in the form of, and containing the information called for in, the
downloadable form of the "CMSA 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 as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Loan Periodic Update File": The monthly report
substantially in the form of, and containing the information called for in,
the downloadable form of the "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.

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

            "CMSA Operating Statement Analysis": A report substantially in
the form of, and containing the information called for in, the downloadable
form of the "Operating Statement Analysis Report" available as of the Closing
Date on the CMSA Website or in such other form for the presentation of such
information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage-backed securities
transactions generally.  In connection with preparing the CMSA Operating
Statement Analysis, the Master Servicer shall process (a) interim financial
statements beginning with interim financial statements for the fiscal quarter
ending June 30, 2006 and (b) annual financial statements beginning with
annual financial statements for the 2006 fiscal year.

            "CMSA Property File": 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": The monthly report in the
"Reconciliation of Funds" format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time
by the CMSA for commercial mortgage securities transactions generally.

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

            "CMSA Servicer Watchlist": For any Determination Date, a report
substantially in the form of, and containing the information called for in,
the downloadable form of the "Servicer Watchlist/Portfolio Review Guidelines"
available as of the Closing Date on the CMSA Website, or in such other final
form for the presentation of such information and containing such additional
information as may from time to time be promulgated as approved by the CMSA
for commercial mortgage securities transactions generally.

            "CMSA Website": The website maintained by the CMSA with an
address, as of the Closing Date, of "www.cmbs.org".

            "Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of the
Treasury promulgated thereunder.

            "Co-Lender Loans": As defined in the Preliminary Statement.

            "Collection Period": With respect to any Distribution Date, the
period that begins on the twelfth day in the month immediately preceding the
month in which such Distribution Date occurs (or, in the case of the initial
Distribution Date, commencing on the day after the related Cut-Off Date) and
ending on and including the eleventh day in the month in which such
Distribution Date occurs.  Notwithstanding the foregoing, in the event that
the last day of a Collection Period is not a Business Day, any Periodic
Payments or Principal Prepayments with respect to the Mortgage Loans relating
to a Due Date occurring in such Collection Period (but for the application of
the next Business Day convention) received on the Business Day immediately
following such day will be deemed to have been received during such
Collection Period and not during any other Collection Period.  In addition,
notwithstanding the foregoing, with respect to any Distribution Date, in the
event that the Due Date, including any grace period, with respect to any
Mortgage Loan relating to such Distribution Date occurs after the last day of
the related Collection Period, any payments received with respect to the
related Mortgage Loan on or before such Due Date as extended by any
applicable grace period (including without limitation, any prepayments) will
be deemed to have been received during such Collection Period and not during
any other Collection Period.

            "Commission": The Securities and Exchange Commission or any
successor agency.

            "Companion Distribution Account": With respect to the Companion
Loans, other than the Hyatt Center Pari Passu Companion Loan, the separate
account(s) or subaccount(s) created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion
Holders, which shall be entitled "Wachovia Bank, National Association, as
Companion Paying Agent for the Companion Holders of the Companion Loans
relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2006-C23."  The Companion Distribution
Accounts shall not be assets of the Trust Fund, but instead each Companion
Distribution Account shall be held by the Companion Paying Agent on behalf of
the applicable Companion Holder.  Any such account shall be an Eligible
Account or a subaccount of an Eligible Account.  Notwithstanding the
foregoing, if the Master Servicer and the Companion Paying Agent are the same
entity, the Companion Distribution Account may be the related subaccount or
subaccounts of the Certificate Account referenced in the second to the last
paragraph of Section 3.04(a).

            "Companion Holder": With respect to any Companion Loan, the
owner of the Mortgage Note representing such Companion Loan.  As of the
Closing Date, the Companion Holders of the Companion Loans are (i) Wachovia
Bank, National Association, with respect to the Prime Outlets Pool Pari Passu
Companion Loan, (ii) the trust fund created under the 2005-C22 Pooling and
Servicing Agreement, with respect to the Hyatt Center Pari Passu Companion
Loan, (iii) 620 Sixth Funding LLC, with respect to the 620 Avenue of the
Americas Companion Loan, (iv) MMA B-Note Value Fund, LP, with respect to the
Hohokam Towers Companion Loan, and (v) Caplease, LP, with respect to the
DEA/ATF Building Companion Loan and the SSA-Austin, TX Companion Loan.

            "Companion Loan": As defined in the Preliminary Statement.

            "Companion Paying Agent": The paying agent appointed pursuant to
Section 3.26.

            "Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.27.

            "Component": Each of Component X-A-1-1, Component X-A-1-2,
Component X-A-1-3, Component X-A-1-4, Component X-A-1A-1, Component X-A-1A-2,
Component X-A-1A-3, Component X-A-1A-4, Component X-A-1A-5, Component
X-A-1A-6, Component X-A-1A-7, Component X-A-1A-8, Component X-A-1A-9,
Component X-A-1A-10, Component X-A-1A-11, Component X-A-1A-12, Component
X-A-1A-13, Component X-A-1A-14, Component X-A-1A-15, Component X-A-2-1,
Component X-A-2-2, Component X-A-2-3, Component X-A-3, Component X-A-4-1,
Component X-A-4-2, Component X-A-4-3, Component X-A-4-4, Component X-A-4-5,
Component X-A-4-6, Component X-A-4-7, Component X-A-5, Component X-A-PB-1,
Component X-A-PB-2, Component X-A-PB-3, Component X-A-PB-4, Component X-A-M,
Component X-A-J, Component X-B, Component X-C, Component X-D, Component
X-E-1, Component X-E-2, Component X-F-1, Component X-F-2, Component X-F-3,
Component X-G-1, Component X-G-2, Component X-H-1, Component X-H-2, Component
X-H-3, Component X-J-1, Component X-J-2, Component X-K-1, Component X-K-2,
Component X-K-3, Component X-L, Component X-M, Component X-N, Component X-O,
Component X-P, Component X-Q and Component X-S.

            "Component X-A-1-1": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LA-1-1 as of any date
of determination.

            "Component X-A-1-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1-2 as of any date of determination.

            "Component X-A-1-3": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1-3 as of any date of determination.

            "Component X-A-1-4": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1-4 as of any date of determination.

            "Component X-A-1A-1": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LA-1A-1 as of any date
of determination.

            "Component X-A-1A-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-2 as of any date of determination.

            "Component X-A-1A-3": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-3 as of any date of determination.

            "Component X-A-1A-4": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-4 as of any date of determination.

            "Component X-A-1A-5": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-5 as of any date of determination.

            "Component X-A-1A-6": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-6 as of any date of determination.

            "Component X-A-1A-7": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-7 as of any date of determination.

            "Component X-A-1A-8": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-8 as of any date of determination.

            "Component X-A-1A-9": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-9 as of any date of determination.

            "Component X-A-1A-10": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-10 as of any date of determination.

            "Component X-A-1A-11": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-11 as of any date of determination.

            "Component X-A-1A-12": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-12 as of any date of determination.

            "Component X-A-1A-13": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-13 as of any date of determination.

            "Component X-A-1A-14": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-14 as of any date of determination.

            "Component X-A-1A-15": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-1A-15 as of any date of determination.

            "Component X-A-2-1": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-2-1 as of any date of determination.

            "Component X-A-2-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-2-2 as of any date of determination.

            "Component X-A-2-3": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-2-3 as of any date of determination.

            "Component X-A-3": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-3 as of any date of determination.

            "Component X-A-4-1": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-4-1 as of any date of determination.

            "Component X-A-4-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-4-2 as of any date of determination.

            "Component X-A-4-3": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-4-3 as of any date of determination.

            "Component X-A-4-4": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-4-4 as of any date of determination.

            "Component X-A-4-5": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-4-5 as of any date of determination.

            "Component X-A-4-6": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-4-6 as of any date of determination.

            "Component X-A-4-7": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-4-7 as of any date of determination.

            "Component X-A-5": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-5 as of any date of determination.

            "Component X-A-J": One of the 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-J as of any date of determination.

            "Component X-A-M": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-M as of any date of determination.

            "Component X-A-PB-1": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-PB-1 as of any date of determination.

            "Component X-A-PB-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-PB-2 as of any date of determination.

            "Component X-A-PB-3": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-PB-3 as of any date of determination.

            "Component X-A-PB-4": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LA-PB-4 as of any date of determination.

            "Component X-B": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LB as of any date of determination.

            "Component X-C": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LC as of any date of determination.

            "Component X-D": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LD as of any date of determination.

            "Component X-E-1": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LE-1 as of any date of determination.

            "Component X-E-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LE-2 as of any date of determination.

            "Component X-F-1": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LF-1 as of any date of determination.

            "Component X-F-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LF-2 as of any date of determination.

            "Component X-F-3": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LF-3 as of any date of determination.

            "Component X-G-1": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LG-1 as of any date of determination.

            "Component X-G-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LG-2 as of any date of determination.

            "Component X-H-1": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LH-1 as of any date of determination.

            "Component X-H-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LH-2 as of any date of determination.

            "Component X-H-3": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LH-3 as of any date of determination.

            "Component X-J-1": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LJ-1 as of any date of determination.

            "Component X-J-2": One of 62 components of the Class X-C
Certificates and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LJ-2 as of any date of determination.

            "Component X-K-1": One of 62 components of the Class X-C
Certificates  and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LK-1 as of any date of determination.

            "Component X-K-2": One of 62 components of the Class X-C
Certificates  and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LK-2 as of any date of determination.

            "Component X-K-3": One of 62 components of the Class X-C
Certificates  and one of 53 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance
of REMIC I Regular Interest LK-3 as of any date of determination.

            "Component X-L": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LL as of any date of
determination.

            "Component X-M": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LM as of any date of
determination.

            "Component X-N": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LN as of any date of
determination.

            "Component X-O": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LO as of any date of
determination.

            "Component X-P": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LP as of any date of
determination.

            "Component X-Q": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LQ as of any date of
determination.

            "Component X-S": One of 62 components of the Class X-C
Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LS as of any date of
determination.

            "Controlling Class": With respect to each Mortgage Loan as of
any date of determination, the Class of Sequential Pay Certificates,
(i) which bears the latest payment priority and (ii) the Class Principal
Balance of which is greater than 25% of the Original Class Principal Balance
thereof; provided, however, that if no Class of Sequential Pay Certificates
satisfies clause (ii) above, the Controlling Class shall be the outstanding
Class of Sequential Pay Certificates bearing the latest payment priority.
With respect to determining the Controlling Class, the Class A-1, Class A-2,
Class A-3, Class A-PB, Class A-4, Class A-5 and Class A-1A Certificates shall
be deemed a single Class of Certificates.

            "Controlling Class Representative": As defined in
Section 3.25(a).

            "Controlling Person": With respect to any Person, any other
Person who "controls" such Person within the meaning of the Securities Act.

            "Corporate Trust Office": The corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located at (i) with respect to maintenance
of the Certificate Registrar and the transfer and exchange of Certificates,
the office of the Trustee located at Wells Fargo Center, Sixth and Marquette,
Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust Services (CMBS)
Wachovia Bank Commercial Mortgage Trust, Series 2006-C23 and (ii) for all
other purposes, the office of the Trustee located at 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS)
Wachovia Bank Commercial Mortgage Trust, Series 2006-C23.

            "Corrected Mortgage Loan": Any Mortgage Loan and, if applicable,
any Companion Loan that had been a Specially Serviced Mortgage Loan but has
ceased to be a Specially Serviced Mortgage Loan in accordance with the
definition of "Specially Serviced Mortgage Loan."

            "Corresponding Certificate": As defined in the Preliminary
Statement with respect to any Corresponding Component or any Corresponding
REMIC I Regular Interest.

            "Corresponding Component": As defined in the Preliminary
Statement with respect to any Corresponding Certificate or any Corresponding
REMIC I Regular Interest.

            "Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding Certificates
or any Corresponding Component of the Class X-C Certificates or Class X-P
Certificates.

            "Crossed Group": With respect to any Mortgage Loan, such
Mortgage Loan and all other Mortgage Loans that are cross-collateralized and
cross-defaulted with such Mortgage Loan.

            "Crossed Loan": A Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans.

            "Crossed Loan Repurchase Criteria": (i) The Debt Service
Coverage Ratio for all remaining related Crossed Loans for the four calendar
quarters immediately preceding the repurchase or substitution is not less
than the Debt Service Coverage Ratio for all such related Crossed Loans,
including the affected Crossed Loan, for the four calendar quarters
immediately preceding the repurchase or substitution, (ii) the Loan-to-Value
Ratio for any remaining related Crossed Loans determined at the time of
repurchase or substitution based upon an Appraisal obtained by the Special
Servicer at the expense of the related Mortgage Loan Seller is not greater
than the Loan-to-Value Ratio for all such related Crossed Loans, including
the affected Crossed Loan, determined at the time of repurchase or
substitution based upon an Appraisal obtained by the Special Servicer at the
expense of the related Mortgage Loan Seller and (iii) the Mortgage Loan
Seller, at its expense, shall have furnished the Trustee with an Opinion of
Counsel that the repurchase of or substitution for a Crossed Loan, including,
without limitation, any modification relating to such repurchase or
substitution, shall not cause an Adverse REMIC Event.

            "Custodian": A Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, a Mortgage Loan Seller or an
Affiliate of the Depositor or a Mortgage Loan Seller.  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": With respect to any Mortgage Loan or Companion
Loan, the Due Date for such Mortgage Loan or Companion Loan in March 2006.

            "Cut-Off Date Balance": With respect to any Mortgage Loan or
Companion Loan, the outstanding principal balance of such Mortgage Loan or
Companion Loan as of the Cut-Off Date, after application of all unscheduled
payments of principal received on or before such date and the principal
component of all Periodic Payments due on or before such date, whether or not
received.

            "DEA/ATF Building Companion Loan": That certain mortgage loan
evidenced by a note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the DEA/ATF Building Loan.

            "DEA/ATF Building Intercreditor Agreement": The Intercreditor
and Servicing Agreement, dated as of August 16, 2005, by and between Wachovia
Bank, National Association, as A-Note Holder and Caplease, LP, as B-Note
Holder relating to the DEA/ATF Building Loan Pair.

            "DEA/ATF Building Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 87 on the Mortgage Loan
Schedule).

            "DEA/ATF Building Loan Pair": The DEA/ATF Building Loan,
together with the DEA/ATF Building Companion Loan.

            "Debt Service Coverage Ratio": With respect to any Mortgage
Loan, as of any date of determination, the ratio of (x) the annualized Net
Operating Income (before payment of any debt service on such Mortgage Loan)
generated by the related Mortgaged Property during the most recently ended
period of not less than six months and not more than twelve months for which
financial statements, if available (whether or not audited) have been
received by or on behalf of the related Mortgage Loan Seller (prior to the
Closing Date) or the Master Servicer or the Special Servicer (following the
Closing Date), to (y) twelve times the amount of the Periodic Payment in
effect for such Mortgage Loan as of such date of determination.

            "Defaulted Mortgage Loan": A Mortgage Loan (i) that is
delinquent sixty days or more in respect to a Periodic Payment (not including
the Balloon Payment) or (ii) is delinquent in respect of its Balloon Payment
unless the Master Servicer has, on or prior to the Due Date of such Balloon
Payment, received written evidence from an institutional lender of such
lender's binding commitment to refinance such Mortgage Loan within 60 days
after the Due Date of such Balloon Payment (provided that, if such
refinancing does not occur during such time specified in the commitment, the
related Mortgage Loan will immediately become a Defaulted Mortgage Loan), in
either case such delinquency to be determined without giving effect to any
grace period permitted by the related Mortgage or Mortgage Note and without
regard to any acceleration of payments under the related Mortgage and
Mortgage Note, or (iii) as to which the Master Servicer or Special Servicer
has, by written notice to the related Mortgagor, accelerated the maturity of
the indebtedness evidenced by the related Mortgage Note.

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

            "Defeasance Collateral": With respect to any Defeasance Loan,
the United States government securities required or permitted to be pledged
in lieu of prepayment pursuant to the terms thereof.

            "Defeasance Loan": Any Mortgage Loan identified as a Defeasance
Loan on the Mortgage Loan Schedule which permits or requires the related
Mortgagor (or permits the holder of such Mortgage Loan to require the related
Mortgagor) to pledge Defeasance Collateral to such holder in lieu of
prepayment.

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

            "Definitive Certificate": As defined in Section 5.03(a).

            "Depositor": Wachovia Commercial Mortgage Securities, Inc. or
its successor in interest.

            "Depository": 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 Securities
Exchange Act of 1934, as amended.

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

            "Determination Date": The eleventh day of each month, or if such
eleventh day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006.

            "Determination Party": Midland Loan Services, Inc., or a second
party that would qualify as a successor Special Servicer mutually agreeable
to the Special Servicer, the Controlling Class Representative and the
applicable Mortgage Loan Seller, or any successor in interest thereto;
provided that (a) each such party is on the list of approved special
servicers by Moody's and on S&P's Select Servicer List as a U.S. Commercial
Mortgage Special Servicer or (b) each Rating Agency has confirmed in writing
that contracting with such Determination Party would not result in a
downgrade, qualification or withdrawal of the then current rating assigned to
any of the Certificates that are then currently rated by such Rating Agency.

            "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management of
such REO Property, the holding of such REO Property primarily for sale or
lease or the performance of any construction work thereon, in each case 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": With respect to any prepaid Mortgage Loan or
REO Loan for purposes of allocating any Yield Maintenance Charge or
Prepayment Premium received thereon or with respect thereto among the
respective Classes of the Sequential Pay Certificates (other than any
Excluded Class thereof), an amount, calculated by the Master Servicer and
reported to the Trustee pursuant to Section 4.02(b), will be equal to the
discount rate stated in the related Mortgage Loan documents used in
calculating the Yield Maintenance Charge or Prepayment Premium with respect
to such principal prepayment.  To the extent that a discount rate is not
stated therein, the "Discount Rate" will be equal to the yield (when
compounded monthly) on the U.S. Treasury issue with a maturity date closest
to the maturity date for such prepaid Mortgage Loan or REO Loan.  In the
event there are two or more such U.S. Treasury issues (a) with the same
coupon, the issue with the lowest yield shall apply, and (b) with maturity
dates equally close to the maturity date for the prepaid Mortgage Loan or REO
Loan, the issue with the earliest maturity date shall apply.

            "Disqualified Non-United States Persons": With respect to a
Class R-I or Class R-II Certificate, any Non-United States Person or agent
thereof other than (i) a Non-United States Person that holds the Class R-I or
Class R-II Certificate in connection with the conduct of a trade or business
within the United States and has furnished the transferor and the Certificate
Registrar with an effective IRS Form W-8ECI (or successor form) or (ii) a
Non-United States Person that has delivered to both the transferor and the
Certificate Registrar an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Class R-I or Class R-II Certificate to it
is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class R-I or Class R-II
Certificate will not be disregarded for federal income tax purposes.

            "Disqualified Organization": Any of the following: (i) the
United States or a possession thereof, any State or any political subdivision
thereof, or any agency or instrumentality of any of the foregoing (other than
an instrumentality which is a corporation if all of its activities are
subject to tax and, except for FHLMC, a majority of its board of directors is
not selected by any such governmental unit), (ii) a foreign government,
international organization, or any agency or instrumentality of either of the
foregoing, (iii) any organization (except certain farmers' cooperatives
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 on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code or
(v) any other Person so designated by the Trustee or the Certificate
Registrar based upon an Opinion of Counsel (which shall not be an expense of
the Trustee) that the holding of an Ownership Interest in a Residual
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 Certificate to such Person.  The terms "United States," "State" and
"international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.

            "Distributable Certificate Interest": With respect to: (a) any
Class of Sequential Pay Certificates for any Distribution Date, the Accrued
Certificate Interest in respect of such Class of Certificates for such
Distribution Date, reduced other than with respect to the Class X
Certificates (to not less than zero) by (i) the product of (A) any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date and (B) a
fraction, expressed as a decimal, the numerator of which is the Accrued
Certificate Interest in respect of such Class of Certificates for such
Distribution Date, and the denominator of which is the aggregate Accrued
Certificate Interest in respect of all the Classes of Sequential Pay
Certificates for such Distribution Date, and (ii) with respect to each such
Class, such Class' share of any Certificate Deferred Interest allocated to
such Class of Certificates in accordance with Section 4.04(c); and (b) any
Class of Class X Certificates for any Distribution Date, the Accrued
Certificate Interest in respect of such Class of Certificates for such
Distribution Date.

            "Distribution Account": The segregated account, accounts or
subaccounts created and maintained by the Paying Agent on behalf of the
Trustee pursuant to Section 3.04(b) which shall be entitled "Wells Fargo,
Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C23."

            "Distribution Date": With respect to any Determination Date, the
fourth Business Day following such Determination Date.

            "Distribution Date Statement": As defined in Section 4.02(a).

            "Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicer, the Special Servicer and
the Trustee, which lists certain parties identified by the Depositor as
having failed to comply with their respective obligations under Section 8.17
of this Agreement or as having failed to comply with any similar Regulation
AB reporting requirements under any pooling and servicing agreement relating
to any other series of certificates offered by the Depositor.

            "Document Defect": As defined in Section 2.03(a).

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

            "EDGAR": The Commission's Electronic Data Gathering, Analysis
and Retrieval system.

            "Eligible Account": Any of (i) an account maintained with a
federal or state chartered depository institution or trust company, and (a)
with respect to deposits held for 30 days or more in such account, the
 long-term deposit or unsecured debt obligations of which are rated at least
(A) "Aa3" by Moody's (if then rated by Moody's), and (B) "AA-" by S&P (or
"A-"; provided the short-term unsecured debt obligations are rated at least
"A-1" by S&P) (or, with respect to any such Rating Agency, such lower rating
as will not result in qualification, downgrading or withdrawal of the ratings
then assigned to the Certificates, as evidenced in writing by the applicable
Rating Agency), at any time such funds are on deposit therein or (b) with
respect to deposits held for less than 30 days in such account, the
short-term deposits of which are rated at least "P-1" by Moody's (if then
rated by Moody's), and "A-1" by S&P (or, with respect to any such Rating
Agency, such lower rating as will not result in qualification, downgrading or
withdrawal of the ratings then assigned to the Certificates) as evidenced in
writing by the applicable Rating Agency at any time such funds are on deposit
therein; or (ii) a segregated trust account or accounts maintained with a
federal or state chartered depository institution or trust company acting in
its fiduciary capacity, which, 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), the long
term deposits or unsecured debt of which, or if it is the wholly-owned
subsidiary of an entity the long-term deposits or unsecured obligations of
which, are rated at least "Baa3" by Moody's and which has a combined capital
and surplus of at least $50,000,000; or (iii) any other account, the use of
which would not, in and of itself, cause a qualification, downgrading or
withdrawal of the then-current rating assigned to any Class of Certificates,
as confirmed in writing by each Rating Agency.

            "Environmental Assessment": A "Phase I assessment" as described
in, and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide
or any successor provisions covering the same subject matter in the case of a
Specially Serviced Mortgage Loan as to which the related Mortgaged Property
is multifamily property or (ii)  the American Society for Testing and
Materials in the case of Specially Serviced Mortgage Loan as to which the
related Mortgaged Property is not multifamily property.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended, and any regulations and administrative pronouncements thereunder.

            "ERISA Restricted Certificate": Any Class L, Class M, Class N,
Class O, Class P, Class Q or Class S Certificate; provided that any such
Certificate (a) will cease to be considered an ERISA Restricted Certificate
and (b) will cease to be subject to the transfer restrictions related to
ERISA Restricted Certificates contained in Section 5.02(c) if, as of the date
of a proposed transfer of such Certificate, either (i) it is rated in one of
the four highest generic ratings categories by a Rating Agency or
(ii) relevant provisions of ERISA and the Code would permit transfer of such
Certificate to a Plan without resulting in a non-exempt prohibited
transaction.

            "Escrow Payment": 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 similar items in respect of the related
Mortgaged Property.

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

            "Exchange Act": Securities Exchange Act of 1934, as amended.

            "Excluded Class": Any Class of Sequential Pay Certificates other
than the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-PB Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J
Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G
Certificates, Class H Certificates, Class J Certificates and Class K
Certificates.

            "Exemptions": Department of Labor Prohibited Transaction
Exemption ("PTE") 96-22, PTE 93-32, PTE 93-31, Final Authorization Number
97-03E, PTE 89-88 and PTE 2002-19, each as amended from time to time, or any
successor thereto.

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

            "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan (and, if applicable, any
defaulted Companion Loan) or REO Property that there has been a recovery of
all Insurance 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 2005-C22
Serviced Mortgage Loan, a "Final Recovery Determination" as defined in the
2005-C22 Pooling and Servicing Agreement).

            "FNMA": Federal National Mortgage Association or any successor.

            "Form 8-K Disclosure Information": As defined in Section 8.17(j).

            "Gain-on-Sale Proceeds": With respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of the Mortgage Loan or related REO
Property net of any related Liquidation Expenses, over (ii) the Purchase
Price for such Mortgage Loan on the date on which such Liquidation Proceeds
were received.

            "Gain-on-Sale Reserve Account": A segregated custodial account
or accounts or subaccount of the Distribution Account created and maintained
by the Paying Agent pursuant to Section 3.04(e) on behalf of the Trustee in
trust for the Certificateholders, which shall be entitled "Wells Fargo Bank,
N.A., as Trustee, in trust for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C23."  Any such account shall be an Eligible Account or a
subaccount of an Eligible Account.

            "Grantor Trust Provisions": Subpart E of Part I of subchapter J
of the Code and Treasury Regulations Section 301.7701-4(c).

            "Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged Property or space
lease within such Mortgaged Property, the lease agreement creating such
leasehold interest.

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

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

            "Hazardous Materials": Any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local
environmental related laws and regulations now existing or hereafter enacted,
and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls ("PCBs"), radon gas,
petroleum and petroleum products and urea formaldehyde.

            "Highland and Lodge Pool Loan": Those certain Mortgage Loans
identified on the Mortgage Loan Schedule as the Highland and Lodge Pool (loan
number 14).

            "Hohokam Towers Companion Loan": That certain mortgage loan
evidenced by a note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the Hohokam Towers Loan.

            "Hohokam Towers Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of December 22, 2005, by and between Wachovia
Bank, National Association, as A-Note Holder and MMA B-Note Value Fund, LP,
as B-Note Holder relating to the Hohokam Towers Loan Pair.

            "Hohokam Towers Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 22 on the Mortgage Loan
Schedule).

            "Hohokam Towers Loan Pair": The Hohokam Towers Loan, together
with the Hohokam Towers Companion Loan.

            "Holder": A Certificateholder.

            "HUD-Approved Servicer": A servicer approved by the Secretary of
Housing and Urban Development pursuant to Section 207 of the National Housing
Act.

            "Hyatt Center Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of December 29, 2005 by and amount Wachovia
Bank, National Association, as Note A-1 Lender, and Wachovia Bank, National
Association, as Note A-2 Lender, relating to the Hyatt Center Whole Loan.

            "Hyatt Center Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 4 on the Mortgage Loan
Schedule).

            "Hyatt Center Pari Passu Companion Loan": That certain mortgage
loan evidenced by a note, which is not an asset of the Trust Fund, secured by
the Mortgaged Property securing the Hyatt Center Loan and pari passu in
priority with the Hyatt Center Loan.

            "Hyatt Center Whole Loan": The Hyatt Center Loan, together with
the Hyatt Center Pari Passu Companion Loan.

            "Impound Reserve": As defined in Section 3.16(c) hereof.

            "Independent": 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, the Controlling
Class Representative, the Trustee, any Companion Holder 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, the
Controlling Class Representative, the Trustee, any Companion Holder or any
Affiliate thereof, and (iii) is not connected with the Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Controlling Class
Representative, the Special Servicer, the Trustee, any Companion Holder 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 Controlling Class
Representative, the Special Servicer, the Trustee 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, the Controlling Class Representative, the
Trustee or any Affiliate thereof, as the case may be.

            "Independent Appraiser": An Independent professional real estate
appraiser who is a member in good standing of the Appraisal Institute, and,
if the State in which the subject Mortgaged Property is located certifies or
licenses appraisers, certified or licensed in such State, and in each such
case, who has a minimum of five years experience in the subject property type
and market.

            "Initial Purchaser": Each of Wachovia Capital Markets, LLC and
Nomura Securities International, Inc. or, in each case, its successor in
interest.

            "Independent Contractor": Any Person that would be an
"independent contractor" with respect to REMIC I within the meaning of
Section 856(d)(3) of the Code if REMIC I were a real estate investment trust
(except that the ownership test set forth in that section shall be considered
to be met by any Person that owns, directly or indirectly, 35 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
delivered, at no expense to the Master Servicer, the Special Servicer, the
Trustee or the Trust Fund, to the Trustee and the Master Servicer, so long as
REMIC I does not receive or derive any income from such Person and provided
that the relationship between such Person and REMIC I is at arm's length, all
within the meaning of Treasury Regulations Section 1.856-4(b)(5)), or any
other Person upon receipt by the Trustee 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, or cause any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property.

            "Institutional Accredited Investor": Institutional "accredited
investors" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act or any entity in which all the equity holders fall
within any such subsections.

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

            "Insurance Proceeds": 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": As defined in Section 3.08(c).

            "Intercreditor Agreement": Each of the Prime Outlets Pool
Intercreditor Agreement, the Hyatt Center Intercreditor Agreement, the 620
Avenue of the Americas Intercreditor Agreement, the Hohokam Towers
Intercreditor Agreement, the DEA/ATF Building Intercreditor Agreement and the
SSA-Austin, TX Intercreditor Agreement, individually or collectively, as the
context may require.

            "Interest Accrual Period": With respect to each Class of Regular
Certificates or the REMIC I Regular Interests and any Distribution Date, the
calendar month immediately preceding the calendar month in which such
Distribution Date occurs.  Notwithstanding the foregoing, each Interest
Accrual Period is deemed to consist of 30 days for purposes of calculating
interest on the Regular Certificates or the REMIC I Regular Interests.

            "Interest Reserve Account": The segregated account created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "Wells Fargo, Bank, N.A., as
Trustee, on behalf of and in trust for the registered holders of Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C23".

            "Interest Reserve Amount": With respect to each Interest Reserve
Loan and each Distribution Date that occurs in February of each year and in
January of each year that is not a leap year, an amount equal to one day's
interest at the related Mortgage Rate (without regard to the second proviso
in the definition thereof) 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 owed on such Due Date), to the extent a
Periodic Payment or P&I Advance is made in respect thereof for such Due Date
as of the related P&I Advance Date.

            "Interest Reserve Loan": Each Mortgage Loan that is an
Actual/360 Mortgage Loan.

            "Interested Person": The Depositor, any Mortgage Loan Seller,
the Master Servicer, the Special Servicer, any Independent Contractor hired
by the Special Servicer, any Holder of a Certificate, each Companion Holder
(but only with respect to the related Co-Lender Loan) or any Affiliate of any
such Person.

            "Internet Website": The Internet Websites maintained by the
Trustee and, if applicable, the Master Servicer initially located at
"www.ctslink.com" and "www.wachovia.com", respectively, or such other address
as provided to the parties hereto from time to time.

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

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

            "Late Collections": With respect to any Mortgage Loan or
Companion Loan, all amounts received thereon during any Collection Period,
other than Penalty Interest, whether as payments, Insurance Proceeds,
Liquidation Proceeds or otherwise, which represent late collections of the
principal and/or interest portions of a Scheduled Payment (other than a
Balloon Payment) or an Assumed Scheduled Payment in respect of such Mortgage
Loan or Companion Loan due or deemed due on a Due Date in a previous
Collection Period, and not previously recovered.  With respect to any REO
Loan, all amounts received in connection with the related property during any
Collection Period, whether as Insurance Proceeds, Liquidation Proceeds, REO
Revenues or otherwise, which represent late collections of the principal
and/or interest portions of a Scheduled Payment (other than a Balloon
Payment) or an Assumed Scheduled Payment in respect of the predecessor
Mortgage Loan or of an Assumed Scheduled Payment in respect of such REO Loan
deemed due on a Due Date in a previous Collection Period and not previously
recovered.

            "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made with respect to such Mortgage Loan; (iii) such
Mortgage Loan is repurchased by a Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase Agreement; or (iv) such Mortgage Loan is
purchased by the Majority Subordinate Certificateholder, the Companion
Holders, the mezzanine lenders or the Special Servicer pursuant to
Section 3.18(c), 3.18(d), 3.18(e) or 3.18(m), or by the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder pursuant to
Section 9.01.  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; (ii) such REO Property is purchased by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder pursuant to Section 9.01; or (iii) such REO Property is
purchased by the Companion Holder as described in Section 3.18(d).

            "Liquidation Fee": With respect to each Mortgage Loan and REO
Loan, the fee payable to the Special Servicer out of certain related
recoveries pursuant to the third paragraph of Section 3.11(c).

            "Liquidation Fee Rate": With respect to all amounts set forth in
the third paragraph of Section 3.11(c), 1.00%.

            "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) 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 rights of the Mortgagor under the terms
of the related Mortgage; (ii) the liquidation of a Mortgaged Property or
other collateral constituting security for a Defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of
any portion thereof required to be released to the related Mortgagor in
accordance with applicable law and the terms and conditions of the related
Mortgage Note and Mortgage; (iii) the realization upon any deficiency
judgment obtained against a Mortgagor; (iv) the purchase of a Defaulted
Mortgage Loan by the Majority Subordinate Certificateholder, the related
Companion Holder, the mezzanine lenders or the Special Servicer pursuant to
Section 3.18(c), Section 3.18(d), Section 3.18(e) or Section 3.18(m); (v) the
repurchase of a Mortgage Loan by a Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase Agreement; (vi) the purchase of a Mortgage
Loan or REO Property by the Master Servicer, the Special Servicer, or the
Majority Subordinate Certificateholder pursuant to Section 9.01; (vii) the
purchase of an REO Property by the Companion Holder pursuant to
Section 3.18(d); or (viii) the remittance by the applicable Mortgage Loan
Seller of amounts specified in Section 2.03(g).

            "Loan Group": Either Loan Group 1 or Loan Group 2.

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

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

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

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

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

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

            "Loan Pair": Collectively, any Co-Lender Loan and its related
Companion Loan(s).

            "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of
any date of determination, a fraction, expressed as a percentage, the
numerator of which is the then current principal amount of such Mortgage
Loan, and the denominator of which is the Appraised Value of the related
Mortgaged Property.

            "Lockout Period": With respect to any Mortgage Note that
prohibits the Mortgagor from prepaying such Mortgage Loan until a date
specified in such Mortgage Note, the period from the Closing Date until such
specified date.

            "Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (other than any Holder which
is an Affiliate of the Depositor or the Mortgage Loan Seller) entitled to
greater than 50% of the Voting Rights allocated to the Controlling Class;
provided, however, that, if there is no single Holder of Certificates
entitled to greater than 50% of the Voting Rights allocated to such Class,
then the Majority Subordinate Certificateholder shall be the single Holder of
Certificates with the largest percentage of Voting Rights allocated to such
Class.  With respect to determining the Majority Subordinate
Certificateholder, the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class A-PB Certificates, the Class A-4
Certificates, the Class A-5 Certificates and the Class A-1A Certificates
shall be deemed to be a single Class of Certificates, with such Voting Rights
allocated among the Holders of Certificates of such Classes in proportion to
the respective Certificate Principal Balances of such Certificates as of such
date of determination.

            "Master Servicer": Wachovia Bank, National Association, its
successor in interest (including the Trustee as successor pursuant to
Section 7.02), or any successor master servicer appointed as herein provided.

            "Master Servicing Fee": With respect to each Mortgage Loan and
REO Loan the fee payable to the Master Servicer pursuant to Section 3.11(a).

            "Master Servicing Fee Rate": With respect to each Mortgage Loan
the percentage set forth under the column "Master Servicing Fee Rate" on the
Mortgage Loan Schedule.

            "Material Core Documents": As defined in Section 2.03.

            "Memorandum": As defined in the Mortgage Loan Purchase Agreement.

            "Money Term": With respect to any Mortgage Loan, the maturity
date, Mortgage Rate, Stated Principal Balance, amortization term or payment
frequency thereof or any provision thereof requiring the payment of a
Prepayment Premium or Yield Maintenance Charge in connection with a Principal
Prepayment (but not any late fees or default interest provisions).

            "Moody's": Moody's Investors Service, Inc., or its successor in
interest.  If Moody's 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 herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.

            "Mortgage": With respect to any Mortgage Loan, the mortgage,
deed of trust, deed to secure debt or similar instrument that secures the
Mortgage Note and creates a lien on the fee or leasehold interest in the
related Mortgaged Property.

            "Mortgage Deferred Interest": With respect to any Mortgage Loan
as to which the Mortgage Rate has been reduced through a modification and any
Distribution Date, the amount by which (a) interest accrued at such reduced
rate is less than (b) the amount of interest that would have accrued on such
Mortgage Loan at the Mortgage Rate before such reduction, to the extent such
amount has been added to the outstanding principal balance of such Mortgage
Loan.

            "Mortgage File": With respect to any Mortgage Loan, collectively
the following documents:

                     (i)      the original executed Mortgage Note including any
            power of attorney related to the execution thereof, together with
            any and all intervening endorsements thereon, endorsed on its
            face or by allonge attached thereto (without recourse,
            representation or warranty, express or implied) to the order of
            "Wells Fargo Bank, N.A., as trustee for the registered holders of
            Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2006-C23", or in blank (or a
            lost note affidavit and indemnity with a copy of such Mortgage
            Note attached thereto);

                     (ii)     an original or copy of the Mortgage, together
            with any and all intervening assignments thereof, in each case
            (unless not yet returned by the applicable recording office) with
            evidence of recording indicated thereon or certified by the
            applicable recording office;

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

                     (iv)     an original executed assignment, in recordable
            form (except for any missing recording information), of (a) the
            Mortgage, (b) any related Assignment of Leases (if such item is a
            document separate from the Mortgage and to the extent not already
            assigned pursuant to preceding clause (a)) and (c) any other
            recorded document relating to the Mortgage Loan otherwise
            included in the Mortgage File, in favor of "Wells Fargo Bank,
            N.A., as trustee for the registered holders of Wachovia Bank
            Commercial Mortgage Trust, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C23", or in blank;

                     (v)      an original assignment of all unrecorded documents
            relating to the Mortgage Loan (to the extent not already assigned
            pursuant to clause (iv) above), in favor of "Wells Fargo Bank,
            N.A., as trustee for the registered holders of Wachovia Bank
            Commercial Mortgage Trust, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C23", or in blank;

                     (vi)     originals or copies of any modification,
            consolidation, assumption and substitution agreements in those
            instances where the terms or provisions of the Mortgage or
            Mortgage Note have been consolidated or modified or the Mortgage
            Loan has been assumed or consolidated;

                     (vii)    the original or a copy of the policy or
            certificate of lender's title insurance or, if such policy has
            not been issued or located, an original or copy of an
            irrevocable, binding commitment (which may be a marked version of
            the policy that has been executed by an authorized representative
            of the title company, a "pro forma" title policy, or an agreement
            to provide the same pursuant to binding escrow instructions
            executed by an authorized representative of the title company) to
            issue such title insurance policy;

                     (viii)   any filed copies (bearing evidence of filing)
            or other evidence of filing satisfactory to the Trustee of any
            prior 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 Mortgage Loan Seller had possession
            of such UCC Financing Statements prior to the Closing Date) and,
            if there is an effective UCC Financing Statement and continuation
            statement in favor of the Mortgage Loan Seller on record with the
            applicable public office for UCC Financing Statements, an
            original UCC Amendment, in form suitable for filing in favor of
            "Wells Fargo Bank, N.A., as trustee for the registered holders of
            Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2006-C23, as assignee", or in
            blank;

                     (ix)     an original or copy of (A) any Ground Lease,
            Memorandum of Ground Lease and ground lessor estoppel, and (B)
            any loan guaranty or indemnity and (C) any environmental
            insurance policy;

                     (x)      any intercreditor agreement relating to permitted
            debt (including, without limitation, mezzanine debt) of the
            Mortgagor;

                     (xi)     copies of any loan agreement, escrow agreement
            or security agreement relating to such Mortgage Loan;

                     (xii)    a copy of any letter of credit and related
            transfer documents relating to such Mortgage Loan;

                     (xiii)   copies of any management agreements and
            applicable transfer or assignment documents;

                     (xiv)    copies of any cash management agreements and
            applicable transfer or assignment documents;

                     (xv)     copies of franchise agreements and franchisor
            comfort letters, if any, for hospitality properties and
            applicable transfer or assignment documents; and

                     (xvi)    with respect to any Companion Loan, all of the
            above documents with respect to such Companion Loan and the
            related Intercreditor Agreement; provided that a copy of each
            Mortgage Note relating to such Companion Loan, rather than the
            original, shall be provided, and no assignments shall be provided;

            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 the Custodian for documents
described in clauses (vi) and (ix) (solely with respect to any guaranty) of
this definition, shall be deemed to include only such documents to the extent
the Trustee or Custodian has actual knowledge of their existence.

            Notwithstanding the foregoing, with respect to the 2005-C22
Serviced Mortgage Loan, the "Mortgage File" will consist of the original note
(or lost note affidavit, if applicable) specified in clause (i) above, and a
photocopy of each additional document in the Mortgage File held by the
2005-C22 Trustee.

            "Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trust Fund pursuant to Section 2.01 and 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,
Mortgage, and other security documents contained in the related Mortgage
File.  Unless otherwise indicated, as used in this Agreement, the term
"Mortgage Loan" does not include any Companion Loan.

            "Mortgage Loan Purchase Agreement": Each of the Wachovia
Mortgage Loan Purchase Agreement, the Nomura Mortgage Loan Purchase Agreement
and the Artesia Mortgage Loan Purchase Agreement, individually or
collectively, as the context may require.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred
on the Closing Date to the Trustee as part of REMIC I, attached hereto as
Exhibit B and 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, county,
            state and zip code) and name of the related Mortgaged Property;

                     (iii)    the Cut-Off Date Balance;

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

                     (v)      the original Mortgage Rate;

                     (vi)     the (A) original term to stated maturity, (B)
            remaining term to stated maturity and (C) the Stated Maturity
            Date and, in the case of an ARD Loan, the Anticipated Repayment
            Date;

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

                     (viii)   the original and remaining amortization term;

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

                     (x)      the Master Servicing Fee Rate;

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

                     (xii)    the related Mortgage Loan Seller;

                     (xiii)   whether such Mortgage Loan is insured by an
            environmental policy;

                     (xiv)    whether such Mortgage Loan is cross-defaulted
            or cross-collateralized with any other Mortgage Loan;

                     (xv)     whether such Mortgage Loan is a Defeasance Loan;

                     (xvi)    whether the Mortgage Loan is secured by a
            letter of credit;

                     (xvii)   whether such Mortgage Loan is an Interest
            Reserve Loan;

                     (xviii)  whether payments on such Mortgage Loan are made
            to a lock-box;

                     (xix)    the amount of any Reserve Funds escrowed in
            respect of each Mortgage Loan;

                     (xx)     the number of units or square feet related to
            the Mortgaged Property;

                     (xxi)    the number of grace days after the Due Date
            until Periodic Payments incur late payment charges; and

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

            "Mortgage Loan Seller": Each of Wachovia, Nomura and Artesia, or
their respective successors in interest, individually or collectively as the
context may require.

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

            "Mortgage Pool": Collectively, all of the Mortgage Loans and any
successor REO Loans.

            "Mortgage Rate": With respect to (i) any Mortgage Loan on or
prior to its Stated Maturity Date, the fixed annualized rate, not including
any Additional Interest Rate, at which interest is scheduled (in the absence
of a default) to accrue on such Mortgage Loan from time to time in accordance
with the related Mortgage Note and applicable law; (ii) any Mortgage Loan
after its Stated Maturity Date, the annualized rate described in clause
(i) above determined without regard to the passage of such Stated Maturity
Date, but giving effect to any modification thereof as contemplated by
Section 3.20; and (iii) any REO Loan, the annualized rate described in clause
(i) or (ii), as applicable, above determined as if the predecessor Mortgage
Loan had remained outstanding; provided, however, that if any Mortgage Loan
does not accrue interest on the basis of a 360-day year consisting of twelve
30-day months, then, solely for purposes of calculating the Pass-Through
Rates, the Mortgage Rate of such Mortgage Loan for any one-month period
preceding a related Due Date will be the annualized rate at which interest
would have to accrue in respect of such Mortgage Loan on the basis of a
360-day year consisting of twelve 30-day months in order to produce the
aggregate amount of interest actually accrued (exclusive of Penalty Interest
or Additional Interest) in respect of such Mortgage Loan during such
one-month period at the related Mortgage Rate; provided, however, that,
solely for the purposes of calculating the Pass-Through Rates, with respect
to each Interest Reserve Loan, the Mortgage Rate for the one-month period (A)
preceding the Due Dates that occur in January and February in any year which
is not a leap year or preceding the Due Date that occurs in February in any
year which is a leap year will be determined exclusive of the Interest
Reserve Amounts for such months (in each case unless such Due Date occurs in
a January or February in which the final Distribution Date occurs), and (B)
preceding the Due Date in March, and in the event the final Distribution Date
occurs in February or, if such year is not a leap year, in January, preceding
the Due Date in such February or January, will be determined inclusive of the
Interest Reserve Amounts for the immediately preceding February and, if
applicable, January; provided, further, that, if the Mortgage Rate of the
related Mortgage Loan has been modified in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver
or amendment granted or agreed to by the Special Servicer pursuant to
Section 3.20, solely for purposes of calculating the Pass-Through Rate, the
Mortgage Rate for such Mortgage Loan shall be calculated without regard to
such event.

            "Mortgaged Property": The property subject to the lien of a
Mortgage.

            "Mortgagor": The obligor or obligors on a Mortgage Note,
including without limitation, any Person that has acquired the related
Mortgaged Property and assumed the obligations of the original obligor under
the Mortgage Note and/or, in the case of an indemnity deed of trust, the
entity which granted the lien on such Mortgaged Property.

            "Net Aggregate Prepayment Interest Shortfall": With respect to
any Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in
the Certificate Account for such Distribution Date pursuant to
Section 3.19(a) in connection with such Prepayment Interest Shortfalls on the
Mortgage Loans.  For purposes of calculating the Prepayment Interest
Shortfall with respect to the 2005-C22 Serviced Mortgage Loan, Prepayment
Interest Shortfalls will be allocated in accordance with the 2005-C22 Pooling
and Servicing Agreement.  The portion of such shortfall allocated to the
2005-C22 Serviced Mortgage Loan, net of amounts payable by the 2005-C22
Master Servicer, will be included in the Net Aggregate Prepayment Interest
Shortfall.  For purposes of calculating the Prepayment Interest Shortfall
with respect to the Prime Outlets Pool Loan, such Prepayment Interest
Shortfall will be calculated with respect to each of, and allocated pro rata
among, the promissory notes related to the Prime Outlets Pool Loan and the
Prime Outlets Pool Pari Passu Companion Loan.  The portion of such shortfall
allocated to the Prime Outlets Pool Loan, net of amounts payable by the
Master Servicer, will be included in the Net Aggregate Prepayment Interest
Shortfall.  For purposes of calculating the Prepayment Interest Shortfall
with respect to the Co-Lender Loans (other than the Prime Outlets Pool Loan
and the Hyatt Center Loan), Prepayment Interest Shortfalls will be allocated
first to the promissory note evidencing the related Subordinate Companion
Loan, if any, and second to the promissory note evidencing the related
Co-Lender Loan.  The portion of such shortfall allocated to the Co-Lender
Loans, net of amounts payable by the Master Servicer, will be included in the
Net Aggregate Prepayment Interest Shortfall.

            "Net Investment Earnings": With respect to (i) the Certificate
Account, any Servicing Account, any Special Reserve Account, any Reserve
Account or the REO Account (if any) for any Collection Period and (ii) the
Distribution Account, the Interest Reserve Account, the Additional Interest
Account and the Companion Distribution Account (if any) for the related
Distribution Date, the amount, if any, by which the aggregate of all interest
and other income realized during such Collection Period with respect to the
accounts described in clause (i) above and as of such related Distribution
Date with respect to the accounts described in clause (ii) above on funds
held in such accounts, exceeds the aggregate of all losses, if any, incurred
during such Collection Period with respect to the accounts described in
clause (i) above and as of such related Distribution Date with respect to the
accounts described in clause (ii) above in connection with the investment of
such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to (i) the Certificate
Account, any Servicing Account, any Special Reserve Account, any Reserve
Account or the REO Account (if any) for any Collection Period and (ii) the
Distribution Account, the Interest Reserve Account, the Additional Interest
Account and the Companion Distribution Account (if any) for the related
Distribution Date, the amount by which the aggregate of all losses, if any,
incurred during such Collection Period with respect to the accounts described
in clause (i) above and as of such related Distribution Date with respect to
the accounts described in clause (ii) above in connection with the investment
of funds held in such accounts in accordance with Section 3.06, exceeds the
aggregate of all interest and other income realized during such Collection
Period with respect to the accounts described in clause (i) above and as of
such related Distribution Date with respect to the accounts described in
clause (ii) above on such funds.

            "Net Mortgage Rate": With respect to any Mortgage Loan or any
REO Loan, as of any date of determination, a rate per annum equal to the
related Mortgage Rate minus the sum of the Trustee Fee Rate and the
applicable Master Servicing Fee Rate.

            "Net Operating Income" or "NOI": As defined in and determined in
accordance with the provisions of Exhibit E attached hereto.

            "New Lease": Any lease of REO Property (other than with respect
to the 2005-C22 Serviced Mortgage Loan under the 2005-C22 Pooling and
Servicing Agreement) entered into at the direction of the Special Servicer on
behalf of REMIC I, including any lease renewed, modified or extended on
behalf of such REMIC if such REMIC has the right to renegotiate the terms of
such lease.

            "Nomura": Nomura Credit & Capital, Inc., or its successor in
interest.

            "Nomura Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of March 1, 2006, between the Depositor and
Nomura, and relating to the transfer of the Nomura Mortgage Loans to the
Depositor.

            "Nomura Mortgage Loans": Each of the Mortgage Loans transferred
and assigned to the Depositor pursuant to the Nomura Mortgage Loan Purchase
Agreement.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance; provided that Workout-Delayed Reimbursement
Amounts shall constitute a Nonrecoverable Advance only when the Person making
such determination in accordance with the procedures specified in the
definition of Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance,
as applicable, and taking into account factors such as all other outstanding
Advances, either (a) has determined in accordance with the Servicing Standard
or the standards applicable to the Trustee as set forth in the definitions of
"Nonrecoverable P&I Advance" and "Nonrecoverable Servicing Advance" that such
Workout-Delayed Reimbursement Amounts would not ultimately be recoverable
from Late Collections, Insurance Proceeds or Liquidation Proceeds, or any
other recovery on or in respect of the related Mortgage Loan or REO Loan or
(b) has determined in accordance with the Servicing Standard or such other
applicable standard that such Workout-Delayed Reimbursement Amounts, along
with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable
Advances, would not ultimately be recoverable from the portion of Late
Collections, Insurance Proceeds or Liquidation Proceeds in respect of the
pool of the Mortgage Loans or REO Loans allocable to principal, or any other
recovery on or in respect of the pool of Mortgage Loans or REO Loans
allocable to principal.

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of any Mortgage Loan, the Prime Outlets Pool
Pari Passu Companion Loan or any REO Loan by the Master Servicer or the
Trustee, as the case may be, or, in the case of the 2005-C22 Serviced
Mortgage Loan, previously made or proposed to be made by the 2005-C22 Master
Servicer, the Master Servicer or the Trustee, as applicable, that, as
determined by the Master Servicer, the Special Servicer, the Trustee or the
2005-C22 Master Servicer, as applicable, in accordance with the Servicing
Standard (in the case of the Master Servicer or the Special Servicer), the
"Servicing Standard" as defined in the 2005-C22 Pooling and Servicing
Agreement (in the case of the 2005-C22 Master Servicer) or the standard of
care set forth in Section 8.01(a) (with respect to the Trustee), as
applicable, with respect to such P&I Advance will not be ultimately
recoverable from Late Collections, Insurance Proceeds or Liquidation
Proceeds, or any other recovery on or in respect of such Mortgage Loan, Prime
Outlets Pool Pari Passu Companion Loan, REO Loan or 2005-C22 Serviced
Mortgage Loan; provided that the Master Servicer will be permitted to
conclusively rely upon any such nonrecoverability determination made by the
Special Servicer and, with respect to the 2005-C22 Serviced Mortgage Loan
only, the 2005-C22 Master Servicer.

            "Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan, REO
Loan or Companion Loan by the Master Servicer, the Special Servicer or the
Trustee, as the case may be, or, in the case of the 2005-C22 Serviced
Mortgage Loan, made by the 2005-C22 Master Servicer, that, as determined by
the Master Servicer, the Special Servicer, the Trustee or the 2005-C22 Master
Servicer, as applicable, in accordance with the Servicing Standard (in the
case of the Master Servicer or the Special Servicer), the "Servicing
Standard" as defined in the 2005-C22 Pooling and Servicing Agreement (in the
case of the 2005-C22 Master Servicer) or the standard of care set forth in
Section 8.01(a) (with respect to the Trustee), as applicable, will not be
ultimately recoverable from Late Collections, Insurance Proceeds, Liquidation
Proceeds, or any other recovery on or in respect of such Mortgage Loan,
Companion Loan, REO Property or the 2005-C22 Serviced Mortgage Loan, as
applicable; provided that the Master Servicer will be permitted to
conclusively rely upon any such nonrecoverability determination made by the
Special Servicer.

            "Non-Registered Certificate": Unless and until registered under
the Securities Act, Class X-C, Class X-P, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class Z,
Class R-I or Class R-II Certificate.

            "Non-United States Person": Any Person other than a United
States Person.

            "Officer's Certificate": 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.

            "Opinion of Counsel": A written opinion of counsel (which
counsel may be a salaried counsel for the Depositor, the Master Servicer or
the Special Servicer) acceptable to and delivered to the Trustee or the
Master Servicer, as the case may be, except that any opinion of counsel
relating to (a) the qualification of REMIC I or REMIC II as a REMIC; (b) the
qualification of the Additional Interest Grantor Trust as a grantor trust;
(c) compliance with the REMIC Provisions or the Grantor Trust Provisions or
(d) the resignation of the Master Servicer or the Special Servicer pursuant
to Section 6.04 must be an opinion of counsel who is in fact Independent of
the Master Servicer, the Special Servicer or the Depositor, as applicable.

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

            "Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates, the Original Class Principal Balance thereof as
of the Closing Date, in each case as specified in the Preliminary Statement.

            "Original Class X-C Notional Amount": $4,229,859,029.

            "Original Class X-P Notional Amount": $4,069,646,000.

            "Original Notional Amount": The Original Class X-C Notional
Amount or the Original Class X-P Notional Amount, as the context requires.

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

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

            "P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made by the Master Servicer or the Trustee pursuant to Section 4.03(a) and
(b) as applicable.

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

            "Pari Passu Companion Loan": Each of the Prime Outlets Pool Pari
Passu Companion Loan and the Hyatt Center Pari Passu Companion Loan.

            "Pari Passu Mortgage Loan": Each of the Prime Outlets Pool Loan
and the Hyatt Center Loan.

            "Pass-Through Rate": With respect to:

                     (i)      the Class A-1 Certificates for any Distribution
            Date, 5.203% per annum;

                     (ii)     the Class A-2 Certificates for any Distribution
            Date, 5.416% per annum;

                     (iii)    the Class A-3 Certificates for any Distribution
            Date,  5.496% per annum;

                     (iv)     the Class A-PB Certificates for any
            Distribution Date, 5.446% per annum;

                     (v)      the Class A-4 Certificates for any Distribution
            Date, the lesser of (1) 5.418% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (vi)     the Class A-5 Certificates for any Distribution
            Date, the lesser of (1) 5.416% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (vii)    the Class A-1A Certificates for any
            Distribution Date, the lesser of (1) 5.422% per annum and (2) the
            Weighted Average Net Mortgage Rate for such date;

                     (viii)   the Class A-M Certificates for any Distribution
            Date, the lesser of (1) 5.466% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (ix)     the Class A-J Certificates for any Distribution
            Date, the lesser of (1) 5.515% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (x)      the Class B Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date minus
            0.09%;

                     (xi)     the Class C Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date minus
            0.07%;

                     (xii)    the Class D Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date minus
            0.03%;

                     (xiii)   the Class E Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date;

                     (xiv)    the Class F Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date;

                     (xv)     the Class G Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date;

                     (xvi)    the Class H Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date;

                     (xvii)   the Class J Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date;

                     (xviii)  the Class K Certificates for any Distribution
            Date, the Weighted Average Net Mortgage Rate for such date;

                     (xix)    the Class L Certificates for any Distribution
            Date, the lesser of (1) 5.064% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (xx)     the Class M Certificates for any Distribution
            Date, the lesser of (1) 5.064% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (xxi)    the Class N Certificates for any Distribution
            Date, the lesser of (1) 5.064% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (xxii)   the Class O Certificates for any Distribution
            Date, the lesser of (1) 5.064% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (xxiii)  the Class P Certificates for any Distribution
            Date, the lesser of (1) 5.064% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (xxiv)   the Class Q Certificates for any Distribution
            Date, the lesser of (1) 5.064% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (xxv)    the Class S Certificates for any Distribution
            Date, the lesser of (1) 5.059% per annum and (2) the Weighted
            Average Net Mortgage Rate for such date;

                     (xxvi)   the Class X-C Certificates (1) for the initial
            Distribution Date, 0.052% per annum, and (2) for any subsequent
            Distribution Date, the weighted average of the Class X-C Strip
            Rates for the respective Class X-C Components for such
            Distribution Date; provided, however, that the Pass-Through Rate
            applicable to the Class X-C Certificates, in no circumstance
            shall be less than zero;

                     (xxvii)  the Class X-P Certificates for the initial
            Distribution Date, 0.250% per annum, and for any subsequent
            Distribution Date, the weighted average of the Class X-P Strip
            Rates for the respective Class X-P Components for such
            Distribution Date (weighted on the basis of the respective
            Component Notional Amounts of such Components outstanding
            immediately prior to such Distribution Date).

            "Paying Agent": The paying agent appointed pursuant to
Section 8.16.  If no such paying agent has been appointed or if such paying
agent has been so appointed but the Trustee has terminated such appointment,
then the Trustee shall be the Paying Agent.

            "Penalty Interest": With respect to any Mortgage Loan or
Companion Loan (or successor REO Loan), any amounts collected thereon, other
than late payment charges, Additional Interest, Prepayment Premiums or Yield
Maintenance Charges, that represent penalty interest (arising out of a
default) in excess of interest on the Stated Principal Balance of such
Mortgage Loan or Companion Loan (or successor REO Loan) accrued at the
related Mortgage Rate.

            "Percentage Interest": With respect to any Regular 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
Certificate 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 Original Notional Amount, as
the case may be, of the relevant Class.  With respect to a Residual
Certificate or Class Z Certificate, the percentage interest in distributions
to be made with respect to the relevant Class, as stated on the face of such
Certificate.

            "Periodic Payment": With respect to any Mortgage Loan or
Companion Loan as of any Due Date, the scheduled payment of principal and/or
interest on such Mortgage Loan or Companion Loan (exclusive of Additional
Interest), including any Balloon Payment, 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, waiver or amendment granted or agreed to by the Special
Servicer pursuant to Section 3.20).

            "Permitted Investments": 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 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 or be liquidated prior to
            maturity.  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) above (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
            categories of each of S&P and Moody's or such lower rating as
            will not result in qualification, downgrading or withdrawal of
            the ratings then assigned to the Certificates, as evidenced in
            writing by the Rating Agencies.  In addition, 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 categories of each of S&P and Moody's or such lower rating
            as will not result in qualification, downgrading or withdrawal of
            the ratings then assigned to the Certificates, as evidenced in
            writing by the Rating Agencies.  In addition, its terms should
            have a predetermined fixed dollar amount of principal due at
            maturity that cannot vary or change.  In addition, 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 365 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 such lower rating as will not result in qualification,
            downgrading or withdrawal of the ratings then assigned to the
            Certificates, as evidenced in writing by the Rating Agencies.
            The 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 that maintain a
            constant asset value and which are rated in the highest applicable
            rating category by Moody's and which are rated "AAAm" or "AAAm G" by
            S&P (or such lower rating as will not result in qualification,
            downgrading or withdrawal of the ratings then assigned to the
            Certificates, as evidenced in writing by the Rating Agencies) and
            which seeks to maintain a constant net asset value. In addition, its
            terms must have a predetermined fixed dollar amount of principal due
            at maturity that cannot vary or change; and

                     (vi)     any other obligation or security that
            constitutes a "cash flow investment" within the meaning of
            Section 860G(a)(6) of the Code and 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; provided, however, in no event shall
            such other obligation or security be rated less than "AA/A-1" or
            "Aa3/P+" by S&P or Moody's, respectively;

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; and (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.

            "Permitted Transferee": Any Transferee of a Residual Certificate
other than a Disqualified Organization, a Plan, a Disqualified Non-United
States Person, a partnership any partner of which, directly or indirectly
(except through a U.S. corporation), is a Disqualified Non-United States
Person or a United States Person with respect to whom income on the Residual
Certificate is allocable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of such Person or any
other United States Person.

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

            "Plurality Residual Certificateholder": As to any taxable year
of (i) REMIC I or (ii) REMIC II, the Holder of Certificates holding the
largest Percentage Interest of the related Class of Residual Certificates.

            "Preliminary Memorandum": As defined in the Mortgage Loan
Purchase Agreement.

            "Preliminary Prospectus Supplement": As defined in the Mortgage
Loan Purchase Agreement.

            "Prepayment Assumption": For purposes of determining the accrual
of original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, 0% CPR (within the meaning of
the Prospectus), except that it is assumed that each ARD Loan is repaid on
its Anticipated Repayment Date.

            "Prepayment Interest Excess": With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part during any
Collection Period, which Principal Prepayment was applied to such Mortgage
Loan following such Mortgage Loan's Due Date in such Collection Period, the
amount of interest (net of the related Master Servicing Fee and, if
applicable, the Additional Interest) accrued on the amount of such Principal
Prepayment during the period from and after such Due Date and ending on the
date such Principal Prepayment was applied to such Mortgage Loan, to the
extent collected (exclusive of any related Prepayment Premium or Yield
Maintenance Charge actually collected).

            "Prepayment Interest Shortfall": With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part during any
Collection Period, which Principal Prepayment was applied to such Mortgage
Loan prior to such Mortgage Loan's Due Date in such Collection Period, the
amount of interest, to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge
actually collected), that would have accrued at a rate per annum equal to the
sum of (x) the related Net Mortgage Rate for such Mortgage Loan and (y) the
Trustee Fee Rate on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to
such Mortgage Loan and ending on the day immediately preceding such Due Date,
inclusive.

            "Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

            "Primary Collateral": With respect to any Crossed Loan, that
portion of the Mortgaged Property designated as directly securing such
Crossed Loan and excluding any Mortgaged Property as to which the related
lien may only be foreclosed upon by exercise of the cross-collateralization
provisions of such Crossed Loan.

            "Prime Outlets Pool Intercreditor Agreement": The Intercreditor
and Servicing Agreement, dated as of March 7, 2006, by and between Wachovia
Bank, National Association, as Note A-1 Lender, and Wachovia Bank, National
Association, as Note A-2 Lender, relating to the Prime Outlets Pool Whole
Loan.

            "Prime Outlets Pool Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 1 on the Mortgage Loan
Schedule).

            "Prime Outlets Pool Pari Passu Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Prime Outlets Pool Loan and
pari passu in priority with the Prime Outlets Pool Loan.

            "Prime Outlets Pool Whole Loan": The Prime Outlets Pool Loan,
collectively with the Prime Outlets Pool Pari Passu Companion Loan.

            "Prime Rate": 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 Master Servicer 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 Master Servicer shall select a comparable
interest rate index.  In either case, such selection shall be made by the
Master Servicer in its sole discretion and the Master Servicer shall notify
the Trustee and the Special Servicer in writing of its selection.

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

            (a)   the aggregate of the principal portions of all Scheduled
      Payments (other than Balloon Payments) and any Assumed Scheduled
      Payments due or deemed due in respect of the Mortgage Loans for their
      respective Due Dates occurring during the related Collection Period, to
      the extent not previously received or advanced with respect to a
      Distribution Date prior to the related Collection Period;

            (b)   the aggregate of all Principal Prepayments received on the
      Mortgage Loans during the related Collection Period;

            (c)   with respect to any Mortgage Loan as to which the related
      Stated Maturity Date occurred during or prior to the related Collection
      Period, any payment of principal (other than a Principal Prepayment)
      made by or on behalf of the related Mortgagor during the related
      Collection Period (including any Balloon Payment), in each case net of
      any portion of such payment that represents a recovery of the principal
      portion of any Scheduled Payment (other than a Balloon Payment) due, or
      the principal portion of any Assumed Scheduled Payment deemed due, in
      respect of such Mortgage Loan on a Due Date during or prior to the
      related Collection Period and not previously recovered;

            (d)   the aggregate of the principal portion of all Liquidation
      Proceeds, Insurance Proceeds and, to the extent not otherwise included
      in clause (a), (b) or (c) above, payments that were received on the
      related Mortgage Loans during the related Collection Period and that
      were identified and applied by the Master Servicer and/or Special
      Servicer as recoveries of principal of such Mortgage Loans, in each
      case net of any portion of such amounts that represents a recovery of
      the principal portion of any Scheduled Payment (other than a Balloon
      Payment) due, or of the principal portion of any Assumed Scheduled
      Payment deemed due, in respect of the related Mortgage Loan on a Due
      Date during or prior to the related Collection Period and not
      previously recovered;

            (e)   with respect to any REO Properties, the aggregate of the
      principal portions of all Assumed Scheduled Payments deemed due in
      respect of the related REO Loans for their respective Due Dates
      occurring during the related Collection Period;

            (f)   with respect to any REO Properties, the aggregate of all
      Liquidation Proceeds, Insurance Proceeds and REO Revenues that were
      received during the related Collection Period on such REO Properties
      and that were identified and applied by the Master Servicer and/or
      Special Servicer as recoveries of principal of the related REO Loans,
      in each case net of any portion of such amounts that represents a
      recovery of the principal portion of any Scheduled Payment (other than
      a Balloon Payment) due, or of the principal portion of any Assumed
      Scheduled Payment deemed due, in respect of the related REO Loan or the
      predecessor Mortgage Loan on a Due Date during or prior to the related
      Collection Period and not previously recovered;

            (g)   if such Distribution Date is subsequent to the initial
      Distribution Date, the excess, if any, of the Principal Distribution
      Amount for the immediately preceding Distribution Date, over the
      aggregate distributions of principal made on the Sequential Pay
      Certificates on such immediately preceding Distribution Date pursuant
      to Section 4.01;

            (h)   any amounts that were used to reimburse Nonrecoverable
      Advances (including interest on such Nonrecoverable Advances) from
      principal collections on the Mortgage Loans pursuant to
      Section 3.05(a) hereof which are subsequently recovered on the related
      Mortgage Loan with respect to the Distribution Date related to the
      period in which such recovery occurs;

            (i)   any amounts that were used to reimburse Workout-Delayed
      Reimbursement Amounts (including interest on such Workout-Delayed
      Reimbursement Amounts) from principal collections on the Mortgage Loans
      pursuant to Section 3.05(a) hereof which are subsequently recovered on
      the related Mortgage Loan with respect to the Distribution Date related
      to the period in which such recovery occurs, less;

            (j)   the amount of any reimbursements of (i) Nonrecoverable
      Advances (including interest on such Nonrecoverable Advances) that are
      paid or reimbursed from principal collections on the Mortgage Loans
      pursuant to Section 3.05(a) hereof with respect to such Distribution
      Date and (ii) Workout-Delayed Reimbursement Amounts (including interest
      on such Workout-Delayed Reimbursement Amounts) that are paid or
      reimbursed from principal collections on the Mortgage Loans pursuant to
      Section 3.05(a) hereof with respect to such Distribution Date, in each
      case where such principal collections would have otherwise been
      included in the Principal Distribution Amount for such Distribution
      Date.

            "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan or Companion Loan that is received in advance of
its scheduled Due Date; provided that it shall not include a payment of
principal that is accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the
month of prepayment.

            "Privileged Person": Any Certificateholder, Certificate Owner,
any Person identified to the Trustee or the Master Servicer, as applicable,
as a prospective transferee of a Certificate or interest therein, any Rating
Agency, any Mortgage Loan Seller, any Companion Holders, any party hereto,
any Underwriter or any designee of the Depositor; provided that no
Certificate Owner or prospective transferee of a Certificate or interest
therein shall be considered a "Privileged Person" or be entitled to a
password or restricted access as contemplated by Section 3.15 or Section 4.02
unless such Person has delivered to the Trustee or the Master Servicer, as
applicable, a certification in the form of Exhibit K-1 or Exhibit K-2, as
applicable which certification is available on the Trustee's Internet Website.

            "Prohibited Party: Any party, in the case of the Master
Servicer, the Special Servicer or the Trustee, that is listed on the
Depositor's Do Not Hire List.

            "Proposed Plan": As defined in Section 3.17(a)(iii).

            "Prospectus": The prospectus dated February 24, 2006, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

            "Prospectus Supplement": The final prospectus supplement dated
February 24, 2006 of the Depositor relating to the registration of the
Registered Certificates under the Securities Act.

            "PTE 95-60": As defined in Section 5.02(c).

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

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

            "Purchase Price": With respect to any Mortgage Loan or REO Loan
purchased by the Mortgage Loan Seller pursuant to the applicable Mortgage
Loan Purchase Agreement, by the Majority Subordinate Certificateholder, the
Companion Holder or the Special Servicer as described in Section 3.18(c),
3.18(d) or 3.18(e), or by the Depositor, the Special Servicer, the Majority
Subordinate Certificateholder or the Master Servicer pursuant to
Section 9.01, a cash price equal to the outstanding principal balance of such
Mortgage Loan or REO Loan, as of the date of purchase, together with (a) all
accrued and unpaid interest on such Mortgage Loan or REO Loan at the related
Mortgage Rate to but not including the Due Date in the Collection Period of
purchase plus any accrued interest on P&I Advances made with respect to such
Mortgage Loan, (b) all related and unreimbursed Servicing Advances plus any
accrued and unpaid interest thereon, (c) any reasonable costs and expenses,
including, but not limited to, the cost of any enforcement action, incurred
by the Master Servicer, the Special Servicer or the Trust Fund in connection
with any such purchase by a Mortgage Loan Seller (to the extent not included
in clause (b) above) and (d) any other Additional Trust Fund Expenses in
respect of such Mortgage Loan (including any Additional Trust Fund Expenses
previously reimbursed or paid by the Trust Fund but not so reimbursed by the
related Mortgagor or other party or from Insurance Proceeds or condemnation
proceeds or any other collections in respect of the Mortgage Loan or the
related Mortgaged Property from a source other than the Trust Fund), or in
the case of any Loan Pair, the purchase price specified in the related
Intercreditor Agreement; provided that the Purchase Price shall not be
reduced by any outstanding P&I Advance.

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

            "Qualified Institutional Buyer": A qualified institutional buyer
within the meaning of Rule 144A under the Securities Act.

            "Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction (i) with a minimum insurance financial strength or claims paying
ability rating of at least "A3" by Moody's, and "A" by S&P (or the
obligations of which are guaranteed or backed by a company having such a
claims paying ability), and (ii) with respect to the fidelity bond and errors
and omissions Insurance Policy required to be maintained pursuant to
Section 3.07(c), an insurance company that has a claims paying ability rated
no lower than two rating categories (without regard to pluses or minuses or
numerical qualifications) below the rating assigned to the then highest rated
outstanding Certificate, but in no event lower than "A" by S&P and "A3" by
Moody's (or, if not rated by Moody's, then at least "A" by two other
nationally recognized statistical rating organizations (which may include
S&P)), or, in the case of clauses (i) and (ii), such other rating as each
Rating Agency shall have confirmed in writing will not cause such Rating
Agency to downgrade, qualify or withdraw the then-current rating assigned to
any of the Certificates that are then currently being rated by such Rating
Agency.

            "Qualified Substitute Mortgage Loan": A mortgage loan which
must, on the date of substitution: (i) have an outstanding Stated Principal
Balance, after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, not in excess of
the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date
in the calendar month during which the substitution occurs; (ii) have a
Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan;
(iii) have the same Due Date as the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted Mortgage Loan (for example, on the
basis of a 360-day year consisting of twelve 30-day months); (v) have a
remaining term to stated maturity not greater than, and not more than two
years less than, the remaining term to stated maturity of the deleted
Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher than that
of the deleted Mortgage Loan and a current Loan-to-Value Ratio not higher
than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the representations
and warranties set forth in the applicable Mortgage Loan Purchase Agreement;
(viii) have an Environmental Assessment that indicates no adverse
environmental conditions with respect to the related Mortgaged Property and
which will be delivered as a part of the related Servicing File; (ix) have an
original Debt Service Coverage Ratio (calculated to include the additional
debt from any encumbrance) of not less than the original Debt Service
Coverage Ratio (calculated to include the additional debt from any
encumbrance) of the deleted Mortgage Loan and a current Debt Service Coverage
Ratio (calculated to include the additional debt from any encumbrance) of not
less than the current Debt Service Coverage Ratio (calculated to include the
additional debt from any encumbrance) of the deleted Mortgage Loan; (x) be
determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller's
expense) to be a "qualified replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date
two years prior to the Rated Final Distribution Date; (xii) not be
substituted for a deleted Mortgage Loan unless the Trustee has received prior
confirmation in writing by each Rating Agency that such substitution will not
result in the withdrawal, downgrade, or qualification of the rating assigned
by the Rating Agency to any Class of Certificates then rated by the Rating
Agency (the cost, if any, of obtaining such confirmation to be paid by the
Mortgage Loan Seller); (xiii) have a date of origination that is not more
than 12 months prior to the date of substitution; (xiv) have been approved by
the Controlling Class Representative (or, if there is no Controlling Class
Representative then serving, by the Holders of Certificates representing a
majority of the Voting Rights allocated to the Controlling Class); (xv) not
be substituted for a deleted Mortgage Loan if it would result in the
termination of the REMIC status of REMIC I or REMIC II or the imposition of
tax on either of such REMICs other than a tax on income expressly permitted
or contemplated to be received by the terms of this Agreement, as determined
by an Opinion of Counsel (at the applicable Mortgage Loan Seller's expense);
and (xvi) become a part of the same Loan Group as the deleted Mortgage Loan.
In the event that one or more mortgage loans are substituted for one or more
deleted Mortgage Loans, then the amounts described in clause (i) shall be
determined on the basis of aggregate principal balances and the rates
described in clause (ii) above and the remaining term to stated maturity
referred to in clause (v) above shall be determined on a weighted average
basis; provided that no individual Mortgage Loan shall have a Net Mortgage
Rate that is less than the highest Pass-Through Rate of any Class of
Sequential Pay Certificates bearing a fixed rate.  When a Qualified
Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the
applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets
all of the requirements of the above definition and shall send such
certification to the Trustee.  No substitutions will be permitted for the
2005-C22 Serviced Mortgage Loan.

            "Rated Final Distribution Date": The Distribution Date in
January 2045, the first Distribution Date after the 24th month following the
end of the amortization term for the Mortgage Loan that, as of the Cut-Off
Date, has the longest remaining amortization term (without regard to the
related Stated Maturity Date).

            "Rating Agency": Each of Moody's and S&P.

            "Realized Loss": With respect to: (1) each Defaulted Mortgage
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 (a) the unpaid principal balance of such Mortgage 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 (b) without taking into
account the amount described in subclause (1)(d) of this definition, all
accrued but unpaid interest on such Mortgage Loan or such REO Loan, as the
case may be, at the related Mortgage Rate to but not including the Due Date
in the Collection Period in which the Final Recovery Determination was made
(exclusive of any portion thereof that constitutes default interest in excess
of the Mortgage Rate, Additional Interest, Prepayment Premiums or Yield
Maintenance Charges), plus (c) any related unreimbursed Servicing Advances
and any unreimbursed interest on any Advances as of the commencement of the
Collection Period in which the Final Recovery Determination was made,
together with any new related Servicing Advances made during such Collection
Period, minus (d) all payments and proceeds, if any, received in respect of
such Mortgage Loan or the REO Property that relates to such REO Loan, as the
case may be, during the Collection Period in which such Final Recovery
Determination was made; (2) each defaulted Mortgage Loan as to which any
portion of the principal or previously accrued interest (other than
Additional Interest and Penalty Interest) payable thereunder was canceled in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Special Servicer pursuant to Section 3.20, the
amount of such principal and/or interest so canceled; (3) each Mortgage 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, waiver or
amendment of such Mortgage Loan granted or agreed to by the Special Servicer
pursuant to Section 3.20, the amount of the consequent reduction in the
interest portion of each successive Periodic Payment due thereon (each such
Realized Loss shall be deemed to have been incurred on the Due Date for each
affected Periodic Payment); and (4) each Mortgage Loan for which a Final
Recovery Determination has been made, to the extent not included in clause
(1) above, Nonrecoverable Advances (including interest on such Nonrecoverable
Advance) to the extent amounts have been paid from the Principal Distribution
Amount pursuant to Section 3.05(a) hereof.

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

            "Registered Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-PB, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E or Class F Certificate.

            "Regular Certificate": Any REMIC II Certificate other than a
Class R-II Certificate.

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

            "Regulation AB Companion Loan Securitization": As defined in
Section 3.29(a).

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

            "Relevant Servicing Criteria": The Servicing Criteria applicable
to the various parties, as set forth on Exhibit S attached hereto.  For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria.  With respect to a Servicing Participant engaged
by the Trustee, the Master Servicer or the Special Servicer, the term
"Relevant Servicing Criteria" may refer to a portion of the Relevant
Servicing Criteria for each of the Master Servicer, the Special Servicer or
the Trustee, as applicable.

            "REMIC": A "real estate mortgage investment conduit" as defined
in Section 860D of the Code.

            "REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 8.14.

            "REMIC I": The segregated pool of assets subject hereto,
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) all of the Mortgage Loans as from time to time are
subject to this Agreement and all payments under and proceeds of such
Mortgage Loans received after the Closing Date (excluding all Additional
Interest on such Mortgage Loans), together with all documents included in the
related Mortgage Files and any related Escrow Payments and Reserve Funds;
(ii) all amounts held from time to time with respect to a Mortgage Loan in
the Interest Reserve Account, the Certificate Account, the Distribution
Account, the Gain-on-Sale Reserve Account and any REO Account; (iii) any REO
Property acquired in respect of a Mortgage Loan (or the Trust Fund's
beneficial interest in the Mortgaged Property securing the 2005-C22 Serviced
Mortgage Loan acquired under the 2005-C22 Pooling and Servicing Agreement);
(iv) the rights of the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14,
16, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements with
respect to such Mortgage Loans; and (v) the rights of the mortgagee under all
Insurance Policies with respect to such Mortgage Loans, in each of the
foregoing clauses exclusive of the interest of the holder of a Companion Loan
therein.

            "REMIC I Pass-Through Rate": As set forth in the Preliminary
Statement.

            "REMIC I Principal Balance": The principal balance of any
REMIC I Regular Interest outstanding as of any date of determination.  As of
the Closing Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall equal the original REMIC I Principal Balance as set forth in
the Preliminary Statement hereto.  On each Distribution Date, the REMIC I
Principal Balance of each REMIC I Regular Interest shall be permanently
reduced by all distributions of principal deemed to have been made in respect
of such REMIC I Regular Interest on such Distribution Date pursuant to
Section 4.01(h), 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) and shall be increased on such Distribution Date by
Certificate Deferred Interest deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(c).

            "REMIC I Regular Interest": Any of the separate uncertificated
beneficial ownership interests in REMIC I issued hereunder, and designated as
a "regular interest" in REMIC I, held as an asset of REMIC II and having the
original REMIC I Principal Balance and REMIC I Pass-Through Rate as described
in the Preliminary Statement hereto.

            "REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests and all amounts held from time to time, to the
extent related to REMIC II, in the Distribution Account, conveyed in trust to
the Trustee for the benefit of REMIC II, as holder of the REMIC I Regular
Interests, and the Holders of the Class R-II Certificates pursuant to
Section 2.9, with respect to which a separate REMIC election is to be made.

            "REMIC II Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-PB, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class X-C,
Class X-P or Class R-II Certificate.

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at
Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and
related provisions, and 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": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code.

            "REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "LNR
Partners, Inc., as Special Servicer, in trust for the registered holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C23."

            "REO Acquisition": The acquisition of any REO Property by the
Trust Fund pursuant to Section 3.09.

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

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

            "REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property.  Each REO Loan shall be deemed
to be outstanding for so long as the related REO Property remains part of
REMIC I and deemed to provide for Periodic Payments of principal and/or
interest equal to its Assumed Scheduled Payment and otherwise to have the
same terms and conditions as its predecessor Mortgage Loan (such terms and
conditions to be applied without regard to the default on such predecessor
Mortgage Loan and the acquisition of the related REO Property as part of the
Trust Fund).  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
Mortgage Loan (or, if applicable, Companion Loan) as of the date of the
related REO Acquisition.  All Scheduled Payments (other than a Balloon
Payment), Assumed Scheduled Payments (in the case of a Balloon Mortgage 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 Mortgage
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.  In addition,
Nonrecoverable Advances and Unliquidated Advances (including interest on such
Nonrecoverable Advances and Unliquidated Advances) with respect to such REO
Loan that were paid from collections on the Mortgage Loans and resulted in
principal distributed to the Certificateholders being reduced pursuant to
Section 3.05(a) hereof, shall be deemed outstanding until recovered or until
a Final Recovery Determination is made.  Collections in respect of each REO
Loan (after provision for amounts to be applied to the payment of, or to be
reimbursed to the Master Servicer, the Special Servicer or the Trustee for
the payment of, the costs of operating, managing, selling, leasing and
maintaining the related REO Property or for the reimbursement of the Master
Servicer, the Special Servicer or the Trustee for Advances as provided in
this Agreement) shall be treated: first, as a recovery of Nonrecoverable
Advances and Unliquidated Advances (including interest on such Nonrecoverable
Advances or Unliquidated Advances) with respect to such REO Loan, in each
case that relate to Advances that were paid from collections on the Mortgage
Loans and resulted in principal distributed to the Certificateholders being
reduced pursuant to Section 3.05(a) hereof; 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 of any
portion thereof that constitutes Additional Interest); third, as a recovery
of principal of such REO Loan to the extent of its entire unpaid principal
balance; and 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, including, without limitation, (i) Yield Maintenance
Charges, Prepayment Premiums and Penalty Interest and (ii) Additional
Interest and other amounts, in that order.  Notwithstanding the foregoing,
all amounts payable or reimbursable to the Master Servicer, the Special
Servicer or the Trustee in respect of the predecessor Mortgage Loan as of the
date of the related REO Acquisition, including, without limitation, 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 in accordance with Sections 3.03(d) and 4.03(d),
shall continue to be payable or reimbursable to the Master Servicer, the
Special Servicer or the Trustee, as the case may be, in respect of an REO
Loan pursuant to Section 3.05(a).

            "REO Property": A Mortgaged Property acquired on behalf and in
the name of the Trustee (or, in the case of the 2005-C22 Serviced Mortgage
Loan, the Trust Fund's proportionate beneficial interest in the Mortgaged
Property acquired by the 2005-C22 Trustee pursuant to the 2005-C22 Pooling
and Servicing Agreement) for the benefit of the Certificateholders (subject
to the related Intercreditor Agreement with respect to a Mortgaged Property
securing a Loan Pair) through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.

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

            "REO Tax": As defined in Section 3.17(a)(i).

            "Reportable Event": As defined in Section 8.17(j).

            "Reporting Party": The Master Servicer, the Special Servicer,
the Trustee, an Additional Servicer or a Servicing Participant.

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

            "Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the Special Servicer.

            "Required Appraisal Date": With respect to any Required
Appraisal Mortgage Loan, the earliest date on which any of the items
specified in clauses (i) through (vi) of the first paragraph of the
definition of Required Appraisal Mortgage Loan occurs.

            "Required Appraisal Mortgage Loan": Each Mortgage Loan (other
than the 2005-C22 Serviced Mortgage Loan) (i) that is sixty (60) days or more
delinquent in respect of any Periodic Payments, (ii) that becomes an REO Loan
(other than the 2005-C22 Serviced Mortgage Loan), (iii) that has been
modified by the Special Servicer to reduce the amount of any Periodic Payment
(other than a Balloon Payment), (iv) with respect to which a receiver is
appointed and continues in such capacity in respect of the related Mortgaged
Property, (v) with respect to which a Mortgagor declares bankruptcy or with
respect to which the related Mortgagor is subject to a bankruptcy proceeding,
(vi) with respect to which any Balloon Payment on such Mortgage Loan (other
than the 2005-C22 Serviced Mortgage Loan) has not been paid by its scheduled
maturity date, unless the Master Servicer has, on or prior to 60 days
following the Stated Maturity Date, received written evidence from an
institutional lender of such lender's binding commitment to refinance such
Mortgage Loan within 120 days after the Due Date of such Balloon Payment
(provided that if such refinancing does not occur during such time specified
in the commitment, the related Mortgage Loan (other than the 2005-C22
Serviced Mortgage Loan) will immediately become a Required Appraisal Mortgage
Loan) or (vii) that is outstanding 60 days after the third anniversary of an
extension of its Stated Maturity Date; provided, however, that a Required
Appraisal Mortgage Loan will cease to be a Required Appraisal Mortgage Loan:

            (a)   with respect to the circumstances described in clauses
      (i) and (iii) above, when the related Mortgagor has made three
      consecutive full and timely Periodic Payments under the terms of such
      Mortgage Loan (other than the 2005-C22 Serviced Mortgage 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, waiver or amendment granted or agreed to by the Special
      Servicer pursuant to Section 3.20); and

            (b)   with respect to the circumstances described in clauses
      (iv), (v) and (vi) above, when such circumstances cease to exist in the
      good faith reasonable judgment of the Special Servicer and in
      accordance with the Servicing Standard, but, with respect to any
      bankruptcy or insolvency proceedings described in clauses (iv) and (v),
      no later than the entry of an order or decree dismissing such
      proceeding, and with respect to the circumstances described in clause
      (vi) above, no later than the date that the Special Servicer agrees to
      an extension pursuant to Section 3.20 hereof;

so long as at that time no circumstance identified in clauses (i) through
(vi) above exists that would cause the Mortgage Loan (other than the 2005-C22
Serviced Mortgage Loan) to continue to be characterized as a Required
Appraisal Mortgage Loan.

            "Required Appraisal Value": An amount equal to 90% of the
Appraised Value (net of any prior liens and estimated liquidation expenses
and any other downward adjustments the Special Servicer may deem appropriate
(without implying any obligation to do so) based upon its review of the
Appraisal and such other information as the Special Servicer may deem
appropriate) of the Mortgaged Property related to the subject Required
Appraisal Mortgage Loan as determined by a Required Appraisal or letter
update or internal valuation, if applicable; provided that for purposes of
determining any Appraisal Reduction Amount in respect of such Required
Appraisal Mortgage Loan, such Appraisal Reduction Amount shall be amended
annually to reflect the Required Appraisal Value determined pursuant to any
Required Appraisal or letter update or internal valuation, if applicable, of
a Required Appraisal conducted subsequent to the original Required Appraisal
performed pursuant to Section 3.09(a).

            "Reserve Account": The account or accounts created and
maintained pursuant to Section 3.03(f).

            "Reserve Funds": With respect to any Mortgage Loan (other than
the 2005-C22 Serviced Mortgage Loan), any amounts delivered by the related
Mortgagor to be held in escrow by or on behalf of the mortgagee representing
reserves for environmental remediation, repairs, capital improvements, tenant
improvements and/or leasing commissions with respect to the related Mortgaged
Property.

            "Residual Certificate": A Class R-I Certificate or Class R-II
Certificate.

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

            "Restricted Servicer Reports": Each of the CMSA Servicer
Watchlist, CMSA Operating Statement Analysis, CMSA NOI Adjustment Worksheet
and CMSA Comparative Financial Status Report.  If a Restricted Servicer
Report is filed with the Commission, it shall thereafter be an Unrestricted
Servicer Report.

            "S&P": 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 S&P herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.

            "Sarbanes-Oxley Act": 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": A written certification signed
by an officer of the Master Servicer that complies with (i) the
Sarbanes-Oxley Act of 2002, as amended from time to time, including all
necessary Regulation AB certification requirements, and (ii) Exchange Act
Rules 13a-14(d) and 15d-14(d), as in effect from time to time.

            "Scheduled Payment": With respect to any Mortgage Loan, for any
Due Date following the Cut-Off Date as of which it is outstanding, the
scheduled Periodic Payment of principal and interest (other than Additional
Interest) on such Mortgage Loan that is or would be, as the case may be,
payable by the related Mortgagor on such Due Date under the terms of the
related Mortgage Note as in effect on the Closing Date, without regard to any
subsequent change in or modification of such terms in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment of such Mortgage Loan granted or agreed to
by the Special Servicer pursuant to Section 3.20 or acceleration of principal
by reason of default, and assuming that each prior Scheduled Payment has been
made in a timely manner.

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

            "Senior Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-PB, Class A-4, Class A-5, Class A-1A or Class X Certificate.

            "Sequential Pay Certificates": Any Class A-1, Class A-2, Class
A-3, Class A-PB, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q or Class S
Certificate.

            "Servicer Fee Amount": With respect to each Sub-Servicer and any
date of determination, the aggregate of the products obtained by multiplying,
for each Mortgage Loan serviced by such Sub-Servicer, (a) the Stated
Principal Balance of such Mortgage Loan as of the end of the immediately
preceding Collection Period and (b) the servicing fee rate specified in the
related Sub-Servicing Agreement for such Mortgage Loan.  With respect to the
Master Servicer and any date of determination, the aggregate of the products
obtained by multiplying, for each Mortgage Loan (a) the Stated Principal
Balance of such Mortgage Loan as of the end of the immediately preceding
Collection Period and (b) the difference between the Master Servicing Fee
Rate for such Mortgage Loan over the servicing fee rate (if any) applicable
to such Mortgage Loan as specified in any Sub-Servicing Agreement related to
such Mortgage Loan.

            "Servicer Reports": Any of the Restricted Servicer Reports, the
Unrestricted Servicer Reports, the CMSA Loan Setup File, the CMSA Loan
Periodic Update File, the CMSA Financial File, CMSA Property File, the CMSA
Advance Recovery Report and a report reconciling Penalty Interest and late
payment charges collected with interest on Advances and Additional Trust Fund
Expenses.

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

            "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses incurred by or on behalf of the Master
Servicer, the Special Servicer or the Trustee in connection with the
servicing of a Mortgage Loan or a Companion Loan (other than the 2005-C22
Serviced Mortgage Loan and its related Companion Loan), or in connection with
the administration of any related REO Property, including, but not limited
to, the cost of (a) compliance with the obligations of the Master Servicer
and the Special Servicer, if any, set forth in Section 3.02 and
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 or any Liquidation
Proceeds of the nature described in clauses (i) through (v) of the definition
of "Liquidation Proceeds," (d) any enforcement or judicial proceedings with
respect to a Mortgaged Property, including, without limitation, foreclosures,
(e) any Required Appraisal or other appraisal expressly required or permitted
to be obtained hereunder, (f) the operation, management, maintenance and
liquidation of any such REO Property, including, without limitation,
appraisals and compliance with Section 3.16(a) (to the extent not covered by
available funds in the REO Account) and Section 3.20(h) (to the extent not
paid by the related Mortgagor) and (g) compliance with the obligations of the
Master Servicer or the Trustee set forth in Section 2.03(a) or (b).
Notwithstanding anything to the contrary, "Servicing Advances" shall not
include allocable overhead of the Master Servicer or the Special Servicer,
such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs
and expenses or costs and expenses incurred by any such party in connection
with its purchase of a Mortgage Loan or REO Property, or costs or expenses
expressly required to be borne by the Master Servicer or Special Servicer
without reimbursement pursuant to the terms of this Agreement.

            "Servicing Criteria": The "servicing criteria" set forth in Item
1122(d) of Regulation AB.

            "Servicing Fees": With respect to each Mortgage Loan, Companion
Loan and REO Loan, the Master Servicing Fee and the Special Servicing Fee.

            "Servicing File": Any documents, certificates, opinions and
reports (other than documents required to be part of the related Mortgage
File) delivered by the related Mortgagor in connection with, or relating to
the origination and servicing of any Mortgage Loan or Companion Loan which
are reasonably required for the ongoing administration of the Mortgage Loan
and the Companion Loan, including management agreements, cash management
agreements, lockbox agreements, franchise agreements, franchise comfort
letters (and evidence of required notification of transfer), appraisals,
surveys, engineering reports, environmental reports, operation and
maintenance (O&M) plans, financial statements, leases, rent rolls and tenant
estoppels.

            "Servicing Officer": Any officer or employee of the Master
Servicer, the Special Servicer or any Additional Servicer involved in, or
responsible for, the administration and servicing of the Mortgage 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 Participant": Any Additional Servicer, Sub-Servicer,
Subcontractor or any other Person, other than the Master Servicer, the
Special Servicer and the Trustee, that is performing activities addressed by
the Servicing Criteria, unless such Person's activities relate only to 5% or
less of the Mortgage Loans.

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

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

            "Servicing Standard": With respect to the Master Servicer or the
Special Servicer, as applicable, the servicing and administration of the
Mortgage Loans and the Companion Loans for which it is responsible hereunder
(a) in 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, generally services and administers similar mortgage loans with
similar borrowers (i) for other third-parties, giving due consideration to
customary and usual standards of practice of prudent institutional commercial
mortgage lenders servicing their own loans or (ii) held in its own portfolio,
whichever standard is higher, (b) with a view to the maximization of the
recovery on such Mortgage Loan on a net present value basis and the best
interests of the Certificateholders and the Trust Fund or, if a Loan Pair is
involved, with a view towards the maximization of recovery on such Co-Lender
Loan Pair to the Certificateholders, the related Companion Holders and the
Trust Fund (as a collective whole, taking into account that the Subordinate
Companion Loans are subordinate to the related Co-Lender Loans and the Pari
Passu Companion Loans are pari passu in right of payment with the related
Pari Passu Loan, in each case to the extent set forth in the related
Intercreditor Agreement), and (c) without regard to (i) any relationship that
the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof may have with the related Mortgagor, the Depositor, any
Mortgage Loan Seller or any other party to the transaction or any Affiliate
thereof; (ii) the ownership of any Certificate or Companion Loan (or other
interest in any Mortgage Loan or Companion Loan) by the Master Servicer or
the Special Servicer, as the case may be, or by any Affiliate thereof;
(iii) the right of the Master Servicer or the Special Servicer, as the case
may be, to receive compensation or other fees for its services rendered
pursuant to this Agreement; (iv) the obligations of the Master Servicer to
make Advances; (v) the ownership, servicing or management by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof for others of any other mortgage loans or mortgaged property;
(vi) any obligation of the Master Servicer or any Affiliate of the Master
Servicer to repurchase or substitute a Mortgage Loan as a Mortgage Loan
Seller; (vii) any obligation of the Master Servicer or any Affiliate of the
Master Servicer to cure a breach of a representation and warranty with
respect to a Mortgage Loan; and (viii) any debt the Master Servicer or
Special Servicer or any Affiliate of either has extended to any Mortgagor or
any Affiliate of such Mortgagor.

            "Servicing Transfer Event": With respect to any Mortgage Loan
(other than the 2005-C22 Serviced Mortgage Loan), the occurrence of any of
the events described in clauses (a) through (h) of the definition of
"Specially Serviced Mortgage Loan".

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

            "Single Certificate": For purposes of Section 4.02, a
hypothetical Certificate of any Class of Regular Certificates evidencing a
$1,000 denomination.

            "Special Reserve Account": As used herein, the Trustee may
create a segregated custodial account or accounts pursuant to
Section 2.02(d) in trust for the Certificateholders, which shall be entitled
"Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C23 and [name of party providing the funds]".  Any
such account will be an Eligible Account.

            "Special Servicer": With respect to each Mortgage Loan (other
than the 2005-C22 Serviced Mortgage Loan), LNR Partners, Inc., or, any
successor special servicer appointed as herein provided.

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, the fee designated as such and payable to
the Special Servicer pursuant to the first paragraph of Section 3.11(c).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum.

            "Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan (other than the 2005-C22 Serviced Mortgage Loan and the Hyatt
Center Pari Passu Companion Loan) as to which any of the following events
have occurred:

            (a)   the related Mortgagor shall have (i) failed to make within
60 days of the date when due any Balloon Payment; provided, however, that if
the Mortgagor continues to make its Assumed Scheduled Payment and diligently
pursues refinancing, a Servicing Transfer Event shall not occur until 60 days
following such default (or, if the Mortgagor has produced a written
refinancing commitment that is reasonably acceptable to the Special Servicer
and the Controlling Class Representative has given its consent (which consent
shall be deemed denied if not granted within 10 Business Days), 120 days
following such default; provided that if such refinancing does not occur
during the time period specified in such written refinancing commitment, a
Servicing Transfer Event will be deemed to occur); or (ii) failed to make
when due any Periodic Payment (other than a Balloon Payment), and such
failure has continued unremedied for 60 days; or

            (b)   the Master Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the Controlling Class Representative)
shall have determined (with written notice of any such determination by the
Special Servicer to be promptly given by the Special Servicer to the Master
Servicer), in its good faith reasonable judgment, and in accordance with the
Servicing Standard, based on communications with the related Mortgagor, that
a default in making a Periodic Payment (including a Balloon Payment) or any
other default under the applicable Mortgage Loan documents that would (with
respect to such other default) materially impair the value of the Mortgaged
Property as security for the Mortgage Loan and, if applicable, Companion Loan
or otherwise would materially adversely affect the interests of
Certificateholders and would continue unremedied beyond the applicable grace
period under the terms of the Mortgage Loan (or, if no grace period is
specified, for 60 days; provided that a default that would give rise to an
acceleration right without any grace period shall be deemed to have a grace
period equal to zero) is likely to occur and is likely to remain unremedied
for at least 60 days; or

            (c)   there shall have occurred a default (other than as
described in clause (a) above) that the Master Servicer or the Special
Servicer (in the case of the Special Servicer, with the consent of the
Controlling Class Representative) shall have determined (with written notice
of any such determination by the Special Servicer to be promptly given by the
Special Servicer to the Master Servicer), in its good faith and reasonable
judgment, and in accordance with the Servicing Standard, materially impairs
the value of the Mortgaged Property as security for the Mortgage Loan and, if
applicable, Companion Loan, or otherwise materially adversely affects the
interests of Certificateholders and that continues unremedied beyond the
applicable grace period under the terms of the Mortgage Loan (or, if no grace
period is specified, for 60 days; provided that a default that gives rise to
an acceleration right without any grace period shall be deemed to have a
grace period equal to zero); provided, however, that, in the event the
Special Servicer with the consent of the Controlling Class Representative
determines that the related Mortgagor does not need to maintain terrorism
insurance as provided in Section 3.07(a), no default related to the failure
to obtain such insurance shall be deemed to be outstanding for purposes of
this clause(c); or

            (d)   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; provided that, if such
decree or order is discharged, dismissed or stayed within 60 days it shall
not be a Specially Serviced Mortgage Loan (and no Special Servicing Fees
shall be payable); or

            (e)   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

            (f)   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, bankruptcy or reorganization statute,
make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or

            (g)   the Master Servicer shall have force placed insurance
against damages or losses arising from acts of terrorism due to the failure
of the related borrower to maintain or cause such insurance to be maintained
and (1) subsequent to such force placement such borrower fails to maintain or
cause to be maintained insurance coverage against damages for losses arising
from acts of terrorism for a period of 60 days (or such shorter time period
as the Controlling Class Representative may consent to) or (2) the Master
Servicer fails to have been reimbursed from any Servicing Advances made in
connection with the force placement of such insurance coverage (unless the
circumstances giving rise to such forced placement of such insurance coverage
have otherwise been cured and the Master Servicer has been reimbursed for any
Servicing Advances made in connection with the forced placement of such
insurance coverage); 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 Companion Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related Co-Lender Loan becomes a Specially
Serviced Mortgage Loan and a Co-Lender Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related Companion Loan becomes a Specially
Serviced Mortgage Loan; provided, further, however that a Mortgage Loan or
Companion Loan will cease to be a Specially Serviced Mortgage Loan:

                     (i)      with respect to the circumstances described in
            clause (a) above, when the related Mortgagor has made three
            consecutive full and timely Periodic Payments under the terms of
            such Mortgage Loan or Companion 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,
            waiver or amendment granted or agreed to by the Special Servicer
            pursuant to Section 3.20);

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

                     (iii)    with respect to the circumstances described in
            clause (c) and (g) above, when such default is cured; and

                     (iv)     with respect to the circumstances described in
            clause (h) above, when such proceedings are terminated;

so long as at that time no circumstance identified in clauses (a) through
(h) above exists that would cause the Mortgage Loan (or, with respect to a
Co-Lender Loan, the related Companion Loan, or, with respect to a Companion
Loan, the related Co-Lender Loan) to continue to be characterized as a
Specially Serviced Mortgage Loan; provided no additional default is
foreseeable in the reasonable good faith judgment of the Special Servicer.

            "SSA-Austin, TX Companion Loan": That certain mortgage loan
evidenced by a note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the SSA-Austin, TX Loan.

            "SSA-Austin, TX Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of August 16, 2005, by and between Wachovia
Bank, National Association, as A-Note Holder and Caplease, LP, as B-Note
Holder relating to the SSA-Austin, TX Loan Pair.

            "SSA-Austin, TX Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 168 on the Mortgage
Loan Schedule).

            "SSA-Austin, TX Loan Pair": The SSA-Austin, TX Loan, together
with the SSA-Austin, TX Companion Loan.

            "Startup Day": With respect to each of REMIC I and REMIC II, the
day designated as such in Section 10.01(c).

            "State and Local Taxes": Taxes imposed by the States of New
York, Minnesota and North Carolina and by any other state or local taxing
authorities; provided that such states and such other state and local taxing
authorities, by notice to the Trustee, assert jurisdiction over the trust
fund or any portion thereof, or which, according to an Opinion of Counsel
addressed to the Trustee, have such jurisdiction.

            "Stated Maturity Date": With respect to any Mortgage Loan, the
Due Date specified in the Mortgage Note (as in effect on the Closing Date) on
which the last payment of principal is due and payable under the terms of the
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, waiver
or amendment of such Mortgage Loan granted or agreed to by the Special
Servicer pursuant to Section 3.20 and, in the case of an ARD Loan, without
regard to its Anticipated Repayment Date.

            "Stated Principal Balance": With respect to any Mortgage Loan,
as of any date of determination, an amount (which amount shall not be less
than zero) equal to (x) the Cut-Off Date Balance of such Mortgage Loan (or,
in the case of a Qualified Substitute Mortgage Loan, the unpaid principal
balance after application of all principal payments due on or before the
related date of substitution, whether or not received), plus (y) any Mortgage
Deferred Interest added to the principal balance of such Mortgage Loan on or
before the end of the immediately preceding Collection Period minus (z) the
sum of:

                     (i)      the principal portion of each Periodic Payment due
            on such Mortgage Loan after the Cut-Off Date or the related date of
            substitution, as the case may be, to the extent received from the
            Mortgagor or advanced by the 2005-C22 Master Servicer, the Master
            Servicer or the Trustee and distributed to Certificateholders on or
            before such date of determination;

                     (ii)     all Principal Prepayments received with respect
            to such Mortgage Loan after the Cut-Off Date or the related date
            of substitution, as the case may be, to the extent distributed to
            Certificateholders on or before such date of determination;

                     (iii)    the principal portion of all Insurance Proceeds
            and Liquidation Proceeds received with respect to such Mortgage
            Loan after the Cut-Off Date or the related date of substitution,
            as the case may be, to the extent distributed to
            Certificateholders on or before such date of determination;

                     (iv)     the principal portion of any Realized Loss
            incurred in respect of such Mortgage Loan during the related
            Collection Period; and

                     (v)      any amount of reduction in the outstanding
            principal balance of such Mortgage Loan resulting from a Deficient
            Valuation that occurred prior to the end of the Collection Period
            for the most recent Distribution Date.

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

                        (A)   the principal portion of any P&I Advance made
                  with respect to the predecessor Mortgage Loan on or after
                  the date of the related REO Acquisition, to the extent
                  distributed to Certificateholders on or before such date of
                  determination; and

                        (B)   the principal portion of all Insurance
                  Proceeds, Liquidation Proceeds and REO Revenues received
                  with respect to such REO Loan, to the extent distributed to
                  Certificateholders on or before such date of determination.

            A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received
in connection with a Liquidation Event in respect thereof are to be (or, if
no such payments or other proceeds are received in connection with such
Liquidation Event, would have been) distributed to Certificateholders.  In
addition, to the extent that principal from general collections is used to
reimburse Nonrecoverable Advances pursuant to Sections 3.05(a)(vii) and
(viii) or Workout Delayed Reimbursement Amounts pursuant to Sections
3.05(a)(vii) and (viii) (which are only reimbursable from principal
collections on the Mortgage Pool as set forth in this Agreement) and such
amount has not been included as part of the Principal Distribution Amount,
such amount shall nevertheless be deemed to be part of the Principal
Distribution Amount for purposes of clauses (i), (ii) and (iii) above.
Notwithstanding the foregoing, if any Mortgage Loan is paid in full,
liquidated or otherwise removed from the Trust Fund, commencing as of the
first Distribution Date following the Collection Period during which such
event occurred, the Stated Principal Balance of such Mortgage Loan will be
zero.

            With respect to any Companion Loan on any date of determination,
the Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan.

            "Subcontractor": Any third-party or affiliated vendor,
subcontractor or other Person utilized by a Servicer, a Sub-Servicer, the
Trustee or the Custodian, as applicable, that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in
the commercial mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to Mortgage Loans.

            "Subordinate Companion Holder": The holders of any of the
Subordinate Companion Loans.

            "Subordinate Companion Loan": Each of the 620 Avenue of the
Americas Companion Loan, the Hohokam Towers Companion Loan, the DEA/ATF
Building Companion Loan and the SSA-Austin, TX Companion Loan, individually
or collectively, as the context may require.

            "Subordinated Certificate": Any Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class Z,
Class R-I or Class R-II Certificate.

            "Sub-Servicer": Any Person with which the Master Servicer, the
Special Servicer or an Additional Servicer has entered into a Sub-Servicing
Agreement 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 or the Special Servicer under
this Agreement or by an Additional Servicer under a servicing agreement, with
respect to some or all of the Mortgage Loans, that are identified in Item
1122(d) of Regulation AB.

            "Sub-Servicing Agreement": The written contract between the
Master Servicer or the Special Servicer, on the one hand, and any
Sub-Servicer, on the other hand, relating to servicing and administration of
Mortgage Loans as provided in Section 3.22.

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

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

            "Tax Matters Person": With respect to each of REMIC I and
REMIC II, the Person designated as the "tax matters person" of such REMIC in
the manner provided under Treasury Regulations Section 1.860F-4(d) and
Temporary Treasury Regulations Section 301.6231(a)(7)-1T, which Person shall
be the applicable Plurality Residual Certificateholder.

            "Tax Returns": The federal income tax returns on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or
any successor forms, to be filed on behalf of REMIC I and REMIC II due to its
classification as a REMIC under the REMIC Provisions, and the federal income
tax return to be filed on behalf of the Additional Interest 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 Internal
Revenue Service under any applicable provisions of federal tax law or any
other governmental taxing authority under applicable State and Local Tax laws.

            "Time of Sale": As defined in that certain Underwriting
Agreement, dated as of February 24, 2006, among Wachovia Commercial Mortgage
Securities, Inc., Wachovia Bank, National Association, Wachovia Capital
Markets, LLC,  Nomura Securities International, Inc., Banc of America
Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P.
Morgan Securities Inc.

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

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

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

            "Trust-Related Litigation": As defined in Section 2.03(h).

            "Trust Fund": Collectively, (i) all of the assets of each of
REMIC I and REMIC II and (ii) the Additional Interest Grantor Trust Assets.

            "Trustee": Wells Fargo Bank, N.A., its successor in interest, or
any successor trustee appointed as herein provided.

            "Trustee Fee": With respect to each Mortgage Loan and REO Loan
for any Distribution Date, an amount equal to one month's interest for the
most recently ended calendar month (calculated on a 30/360 Basis), accrued at
the Trustee Fee Rate on the Stated Principal Balance of such Mortgage Loan or
REO Loan, as the case may be, outstanding immediately following the prior
Distribution Date (or, in the case of the initial Distribution Date, as of
the Closing Date).

            "Trustee Fee Rate": 0.0005% per annum.

            "UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.

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

            "Underwriter": Each of Wachovia Capital Markets, LLC,  Nomura
Securities International, Inc., Banc of America Securities LLC, Deutsche Bank
Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc. or, in
each case, its successor in interest.

            "United States Person": A citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States, any State thereof or
the District of Columbia unless in the case of a partnership, Treasury
Regulations are adopted that provide otherwise, an estate whose income is
includable in gross income for United States federal income tax purposes
regardless of its source 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, all within the meaning of
Section 7701(a)(30) of the Code (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996, that
are eligible to elect to be treated as United States Persons).

            "Unliquidated Advance": 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 Mortgage
Loan or REO Property in which the Trust Fund holds a beneficial interest in
respect of which the Advance was made.

            "Unrestricted Servicer Reports": Each of the CMSA Delinquent
Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage
Loan Report, CMSA Loan Level Reserve/LOC Report, CMSA Historical Liquidation
Report, CMSA REO Status Report and the CMSA Advance Recovery Report.

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate.  At all times during the
term of this Agreement, 100% of the Voting Rights shall be allocated among
the Holders of the Regular Certificates.  Ninety-six percent (96%) of the
Voting Rights shall be allocated among the Class A-1, Class A-2, Class A-3,
Class A-PB, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates
in proportion to the respective Class Principal Balances of their
Certificates (which proportion shall be calculated as equal to the product of
96% and a fraction, the numerator of which is equal to the aggregate
Certificate Balance of the related Class of Certificates (adjusted as
provided in the immediately succeeding provisos) and the denominator of which
is equal to the aggregate Certificate Balances of all Classes of Certificates
referenced above, determined as of the Distribution Date immediately
preceding such time); provided that, solely for the purpose of determining
the Voting Rights of the Classes of Sequential Pay Certificates, the
aggregate Appraisal Reduction Amount (determined as set forth herein) shall
be treated as Realized Losses with respect to the calculation of the
Certificate Principal Balances thereof; provided, further, however, that the
aggregate Appraisal Reduction Amount shall not reduce the Class Principal
Balance of any Class for purposes of determining the Controlling Class, the
Controlling Class Representative or the Majority Subordinate
Certificateholder.  Four percent (4%) in the aggregate of the Voting Rights
shall be allocated to the Class X Certificates (allocated, pro rata, between
the Class X-C and Class X-P Certificates based upon their Notional Amounts).
The Class Z Certificates and the Residual Certificates shall have no voting
rights.  Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders in standard proportion to the
Percentage Interests evidenced by their respective Certificates.  In
addition, if either the Master Servicer or the Special Servicer is the holder
of any Certificate, neither of the Master Servicer or Special Servicer, in
its capacity as a Certificateholder, shall have Voting Rights with respect to
matters concerning compensation affecting the Master Servicer or the Special
Servicer.

            "Wachovia": Wachovia Bank, National Association or its successor
in interest.

            "Wachovia Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of March 1, 2006 between the
Depositor and Wachovia and relating to the transfer of the Wachovia Mortgage
Loans to the Depositor.

            "Wachovia Mortgage Loans": Each of the Mortgage Loans
transferred and assigned to the Depositor pursuant to the Wachovia Mortgage
Loan Purchase Agreement.

            "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average,
expressed as a percentage and rounded to six decimal places, of the
respective Net Mortgage Rates applicable to the Mortgage Loans as of the
first day of the related Collection Period, weighted on the basis of their
respective Stated Principal Balances immediately following the preceding
Distribution Date.

            "Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan, the amount of any Advance made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making
of three Monthly Payments under its modified terms, would then constitute) a
Corrected Mortgage Loan (or, with respect to the 2005-C22 Serviced Mortgage
Loan, a "corrected mortgage loan" under the 2005-C22 Pooling and Servicing
Agreement), together with (to the extent accrued and unpaid) interest on such
Advances, to the extent that (i) such Advance (and any interest thereon) is
not reimbursed to the Person who made such Advance on or before the date, if
any, on which such Mortgage Loan becomes a Corrected Mortgage Loan  (or, with
respect to the 2005-C22 Serviced Mortgage Loan, a "corrected mortgage loan"
under the 2005-C22 Pooling and Servicing Agreement) and (ii) the amount of
such Advance (and any interest thereon) becomes an obligation of the
Mortgagor to pay such amount over a period of time rather than immediately or
on the next Due Date under the terms of the modified loan documents.

            "Workout Fee": With respect to each Corrected Mortgage Loan, the
fee designated as such and payable to the Special Servicer pursuant to the
second paragraph of Section 3.11(c).

            "Workout Fee Rate": With respect to each Corrected Mortgage
Loan, 1.0%.

            "Yield Maintenance Charge": Payments paid or payable, as the
context requires, on a Mortgage Loan as the result of a Principal Prepayment
thereon, not otherwise due thereon in respect of principal or interest, which
have been calculated (based on Scheduled Payments on such Mortgage 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 Mortgage 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 having
maturity dates most closely approximating the maturity of such Mortgage
Loan.  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 Mortgage Loan or the actual
term remaining through the Maturity Date), the Master Servicer shall use the
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 fourteen (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 = (12X {(1+"BEY"/2)^1/6}-1) 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) where 0.055 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%.

                                  ARTICLE II

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

            Section 2.01      Conveyance of Mortgage Loans.

            (a)   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 (and for the benefit of the other parties to this
Agreement as their respective interests may appear) all the right, title and
interest of the Depositor, in, to and under (i) the Mortgage Loans and all
documents included in the related Mortgage Files and Servicing Files,
(ii) the rights of the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14,
16, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, and
(iii) all other assets included or to be included in the Trust Fund.  Such
assignment includes all interest and principal received or receivable on or
with respect to the Mortgage Loans and due after the Cut-Off Date.  The
transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.07, is
intended by the parties to constitute a sale.

            (b)   In connection with the Depositor's assignment pursuant to
Section 2.01(a) above the Depositor shall direct, and hereby represents and
warrants that it has directed, each Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase Agreement, to deliver to and deposit with,
or cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby (with a copy to the Master Servicer and Special Servicer),
on or before the Closing Date, the Mortgage File for each Mortgage Loan so
assigned and the Servicing File to the Master Servicer.  The Special Servicer
may request the Master Servicer to deliver a copy of the Servicing File for
any Mortgage Loan (other than a Specially Serviced Mortgage Loan, which will
not be at the expense of the Special Servicer) at the expense of the Special
Servicer.  None of the Trustee, any Custodian, the Master Servicer or the
Special Servicer shall be liable for any failure by any 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).

            (c)   If any Mortgage Loan Seller cannot deliver, or cause to be
delivered, on the Closing Date, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iii), (vi) (if recorded) and
(viii) of the definition of "Mortgage File" (or, with respect to the 2005-C22
Serviced Mortgage Loan, a photocopy thereof), with evidence of recording
thereon, solely because of a delay caused by the public recording office
where such document or instrument has been delivered for recordation, the
delivery requirements of the related Mortgage Loan Purchase Agreement and
Section 2.01(b) shall be deemed to have been satisfied as to such
non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File;
provided that a photocopy of such non-delivered document or instrument
(certified by the applicable Mortgage Loan Seller to be a true and complete
copy of the original thereof submitted for recording) is delivered to the
Trustee or a Custodian appointed thereby on or before the Closing Date, and
either the original of such non-delivered document or instrument, or a
photocopy thereof, with evidence of recording thereon, is delivered to the
Trustee or such Custodian within 120 days of the Closing Date (or within such
longer period after the Closing Date as the Trustee may consent to, which
consent shall not be unreasonably withheld so long as the applicable Mortgage
Loan Seller is, in good faith, attempting to obtain from the appropriate
county recorder's office such original or photocopy).  If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(ii), (iii), (vi) (if recorded) and (viii) of the definition of "Mortgage
File" (or, with respect to the 2005-C22 Serviced Mortgage Loan, a photocopy
thereof), with evidence of recording thereon, for any other reason,
including, without limitation, that such non-delivered document or instrument
has been lost, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and Section 2.01(b) shall be deemed to have been satisfied
as to such non-delivered document or instrument and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage
File; provided that a photocopy of such non-delivered document or instrument
(with evidence of recording thereon) is delivered to the Trustee or a
Custodian appointed thereby on or before the Closing Date.

            If, on the Closing Date as to any Mortgage Loan, the applicable
Mortgage Loan Seller does not deliver in complete and recordable form any one
of the assignments in favor of the Trustee referred to in clause (iv) or
(v) of the definition of "Mortgage File" (or, with respect to the 2005-C22
Serviced Mortgage Loan, a photocopy thereof), the applicable Mortgage Loan
Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and Section 2.01(b) by delivering with
respect to such Mortgage Loan on the Closing Date an omnibus assignment of
such Mortgage Loan; provided that all required original assignments with
respect to such Mortgage Loan in fully complete and recordable form shall be
delivered to the Trustee or its Custodian within 120 days of the Closing Date
(or within such longer period as the Trustee in its discretion may permit).

            (d)   The Trustee shall, for a fee paid to the Trustee by the
Depositor on the Closing Date as to each Mortgage Loan, promptly (and in any
event within 90 days following the latest of (i) the Closing Date, (ii) the
delivery of all assignments and UCC Financing Statements to the Trustee and
(iii) the date on which the Trustee receives, with respect to the original
recorded or filed documents relating to such assignments and UCC Financing
Statements, all necessary recording and filing information required for the
recording or filing of such assignments and UCC Financing Statements) cause
to be submitted for recording or filing, as the case may be, in the
appropriate public office for real property records or UCC Financing
Statements, as appropriate and to the extent timely delivered to the Trustee
in final, recordable form, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents (to the extent the
Trustee has actual knowledge that such documents are to be recorded) relating
to each such Mortgage Loan, in favor of the Trustee referred to in clause
(iv)(a), (b) and (c), respectively, of the definition of "Mortgage File" and
each UCC-2 and UCC-3 assignment in favor of the Trustee and so delivered to
the Trustee and referred to in clause (viii) of the definition of "Mortgage
File."  The applicable Mortgage Loan Seller shall reimburse the Trustee for
all reasonable costs and expenses incurred for recording any documents
described in clause (iv)(c) of the definition of "Mortgage File."  Each such
assignment, UCC-2 and UCC-3 shall reflect that the recorded original should
be returned by the public recording office to the Trustee or its designee
following recording, and each such UCC-2 and UCC-3 assignment shall reflect
that the file copy thereof should be returned to the Trustee or its designee
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, at the expense of the Depositor.  If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Trustee shall direct the related Mortgage
Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement to
promptly prepare or cause to be prepared a substitute therefor or cure such
defect, as the case may be, and thereafter the Trustee shall upon receipt
thereof cause the same to be duly recorded or filed, as appropriate.  Upon
request, the Trustee shall forward to the Master Servicer a copy of each of
the aforementioned recorded assignments following the Trustee's receipt
thereof, to the extent not previously provided.

            (e)   All documents and records in the Servicing File in
possession of the Depositor or the Mortgage Loan Sellers (except attorney
client privileged communications, draft documents and any documents or
materials prepared by the Mortgage Loan Sellers or their Affiliates for
internal uses, including, without limitation, internal correspondence and
credit analysis of the Mortgage Loan Sellers) that relate to the Mortgage
Loans and that are not required to be a part of a Mortgage File in accordance
with the definition thereof (including any original letters of credit),
together with all Escrow Payments and Reserve Accounts in the possession
thereof, shall be delivered to the Master Servicer or such other Person as
may be directed by the Master Servicer (at the expense of the applicable
Mortgage Loan Seller) on or before the Closing Date and shall be held by the
Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders; provided, however, the Master Servicer shall have no
responsibility for holding documents created or maintained by the Special
Servicer hereunder and not delivered to the Master Servicer.

            (f)   In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall deliver to the Custodian and the
Master Servicer on or before the Closing Date and hereby represents and
warrants that it has delivered a copy of a fully executed counterpart of each
Mortgage Loan Purchase Agreement, as in full force and effect on the Closing
Date.

            Section 2.02      Acceptance of the Trust Fund by Trustee.

            (a)   The Trustee, by its execution and delivery of this
Agreement, acknowledges receipt of the Depositor's assignment to it of the
Depositor's right, title and interest in the assets that constitute the Trust
Fund, and further acknowledges receipt by it or a Custodian on its behalf,
subject to the provisos in the definition of "Mortgage File" and the
provisions of Section 2.01 and subject to the further limitations on review
provided for in Section 2.02(b) and the exceptions noted on the schedule of
exceptions of (i) the Mortgage File delivered to it for each Mortgage Loan
and (ii) a copy of a fully executed counterpart of each Mortgage Loan
Purchase Agreement, all 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 the other documents received by it that constitute
portions of the Mortgage Files, and that it holds and will hold the Mortgage
Loans and other assets included in the Trust Fund, in trust for the exclusive
use and benefit of all present and future Certificateholders and, with
respect to any original document in the Mortgage File for a Loan Pair, any
present or future Companion Holders.  The Trustee hereby certifies to each of
the Depositor, the Master Servicer, the Special Servicer and each Mortgage
Loan Seller that except as identified in the schedule of exceptions, which is
attached hereto as Exhibit C-1 without regard to the proviso in the
definition of "Mortgage File," each of the original executed Mortgage Notes
(or lost note affidavit), the Mortgage (or an executed copy thereof), the
lender's title policy (original or copy or marked-up title commitment marked
as binding and countersigned by the title company or its authorized agent or
an agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company), a copy of any
related Ground Leases, the original (or copy if the original has been
delivered to the Master Servicer) of any related letters of credit (and the
related transfer or assignment documents, if applicable), as described in
clauses (i), (ii), (vii), (ix)(A) and (xii), respectively, of the definition
of Mortgage File are in its possession.

            With respect to the schedule of exceptions described in the
preceding paragraph, within fifteen (15) Business Days (or, in the
Controlling Class Representative's reasonable discretion, thirty (30)
Business Days) of the Closing Date, with respect to the documents specified
in clauses (i), (ii), (vii), (ix) (solely with respect to Ground Leases) and
(xii) of the definition of Mortgage File, the related Mortgage Loan Seller
shall cure any material exception listed therein (for the avoidance of doubt,
any deficiencies with respect to the documents specified in clause
(ii) resulting solely from a delay in the return of the related documents
from the applicable recording office, shall be cured in the time and manner
described in Section 2.01(c)).  If such exception is not so cured, the
related Mortgage Loan Seller shall either (1) repurchase the related Mortgage
Loan, (2) with respect to exceptions relating to clause (xii) of the
definition of "Mortgage File", deposit with the Paying Agent (who shall
promptly notify the Master Servicer thereof) an amount, to be held in a
Special Reserve Account, equal to the amount of the undelivered letter of
credit (in the alternative, the related Mortgage Loan Seller may deliver to
the Paying Agent, with a certified copy to the Master Servicer and Trustee, a
letter of credit for the benefit of the Master Servicer on behalf of the
Trustee and upon the same terms and conditions as the undelivered letter of
credit) which the Master Servicer on behalf of the Trustee may use (or draw
upon, as the case may be) under the same circumstances and conditions as the
Master Servicer would have been entitled to draw on the undelivered letter of
credit, or (3) with respect to any exceptions relating to clauses (i),
(ii) and (vii), deposit with the Paying Agent on behalf of the Trustee an
amount, to be held in trust in a Special Reserve Account, equal to 25% of the
Stated Principal Balance of the related Mortgage Loan.  Any letter of credit
or funds deposited pursuant to clauses (2) and (3) shall be held pursuant to
the related Mortgage Loan Purchase Agreement by the Paying Agent until the
earlier of (x) the date on which the Master Servicer certifies to the Trustee
and the Controlling Class Representative that such exception has been cured
(or the Trustee certifies the same to the Controlling Class Representative),
at which time such funds or letter of credit, as applicable, shall be
returned to the related Mortgage Loan Seller and (y) thirty (30) Business
Days or, if the Controlling Class Representative extends the cure period,
forty-five (45) Business Days after the Closing Date; provided, however, that
if such exception is not cured within such thirty (30) Business Days or
forty-five (45) Business Days, as the case may be, (A) in the case of clause
(2), the Paying Agent shall retain such funds on deposit in the related
Special Reserve Account, or (B) in the case of clause (3), the related
Mortgage Loan Seller shall repurchase the related Mortgage Loan in accordance
with the terms and conditions of Section 2.03(b) or the related Mortgage Loan
Purchase Agreement, at which time such funds shall be applied to the Purchase
Price of the related Mortgage Loan.

            (b)   In addition, within ninety (90) days after the Closing Date
(and if any exceptions are noted, a schedule of exceptions again every 90
days thereafter until the second anniversary of the Closing Date, and a
schedule of exceptions every 180 days thereafter until the fifth anniversary
of the Closing Date, and thereafter upon request by any party hereto, any
Mortgage Loan Seller or the Majority Subordinate Certificateholder), the
Trustee or the Custodian on its behalf will review the Mortgage Files and
certify (in a certificate substantially in the form of Exhibit C-2) to each
of the Depositor, the Master Servicer, the Special Servicer and each Mortgage
Loan Seller (with copies to the Majority Subordinate Certificateholder) that,
with respect to each Mortgage Loan (and with respect to a Companion Loan and
the 2005-C22 Serviced Mortgage Loan, only those items required pursuant to
the definition of "Mortgage File") listed in the Mortgage Loan Schedule,
except as specifically identified in the schedule of exceptions annexed
thereto, (i) without regard to the proviso in the definition of "Mortgage
File," all documents specified in clauses (i), (ii), (iv)(a), (v) and (vii),
and to the extent provided in the related Mortgage File and actually known by
a Responsible Officer of the Trustee to be required, clauses (iii), (iv)(b),
(iv)(c), (vi), (viii), (ix)(A) and (xii) of the definition of "Mortgage File"
are in its possession, (ii) all documents delivered or caused to be delivered
by the applicable Mortgage Loan Seller constituting the related Mortgage File
have been reviewed by it and appear regular on their face and appear to
relate to such Mortgage Loan, (iii) based on such examination and only as to
the foregoing documents, the information set forth in the Mortgage Loan
Schedule for such Mortgage Loan with respect to the items specified in
clauses (v) and (vi)(C) of the definition of "Mortgage Loan Schedule" is
correct and (iv) solely with respect to the Companion Loans, all documents
specified in clause (xvi) of the definition of Mortgage File are in its
possession.  Further, with respect to the documents described in clause
(viii) of the definition of Mortgage File, the Trustee may assume, for
purposes of the certification delivered in this Section 2.02(b) and for
purposes of determining (subject to the proviso at the end of this sentence)
where to file UCC Financing Statements, that the related Mortgage File should
include one state level UCC Financing Statement filing in the state of
incorporation of the Mortgagor for each Mortgaged Property (or with respect
to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor);
provided, however, that to the extent the Trustee has actual knowledge or is
notified of any fixture or real property UCC Financing Statements filed in
the county of the state where the related Mortgaged Property is located, the
Trustee shall file an assignment to the Trust Fund with respect to such UCC
Financing Statements in the appropriate jurisdiction under the UCC at the
expense of the related Mortgage Loan Seller.  The UCC Financing Statements to
be assigned to the Trust Fund pursuant to Section 2.01(d) will be delivered
by the related Mortgage Loan Seller to the Trustee on the new national forms,
in recordable form and completed pursuant to Revised Article IX of the UCC.
The Trustee will submit such UCC Financing Statements for filing in the state
of incorporation of the related Mortgagor as so indicated on the documents
provided.

            (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 Mortgage Loans delivered to it to determine that the same are
valid, legal, effective, genuine, enforceable, in recordable form, sufficient
or appropriate for the represented purpose or that they are other than what
they purport to be on their face.

            (d)   The Trustee may establish a Special Reserve Account which
shall be an Eligible Account, and the Trustee or its designee shall deposit
any amount required to be deposited in a Special Reserve Account within one
Business Day of receipt.  The related Mortgage Loan Seller may direct the
Trustee to invest or cause the investment of the funds deposited in the
Special Reserve Account in Permitted Investments that bear interest or are
sold at a discount and that mature, unless payable on demand, no later than
the Business Day prior to the next P&I Advance Date.  The Trustee shall act
upon the written instructions of the Mortgage Loan Seller with respect to the
investment of the funds in the Special Reserve Account in such Permitted
Investments; provided that in the absence of appropriate and timely written
instructions from the related Mortgage Loan Seller, the Trustee shall not
have any obligation to invest or direct the investment funds in such Special
Reserve Account.  All income and gain realized from the investment of funds
deposited in such Special Reserve Account shall be for the benefit of the
related Mortgage Loan Seller and shall be withdrawn by the Trustee or its
designees and remitted to the related Mortgage Loan Seller on each P&I
Advance Date (net of any losses incurred), and the related Mortgage Loan
Seller shall remit to the Trustee from the related Mortgage Loan Seller's own
funds for deposit into such Special Reserve Account the amount of any Net
Investment Loss (net of Net Investment Earnings) in respect of such Permitted
Investments immediately upon realization of such Net Investment Losses and
receipt of written notice thereof from the Trustee; provided that the
Mortgage Loan Seller shall not be required to deposit any loss on an
investment of funds in the Special Reserve Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Special Reserve
Account; provided that such depository institution is not the same entity as
such Mortgage Loan Seller.  The Special Reserve Account shall be considered
an "outside reserve fund" within the meaning of the REMIC Provisions, and
such Special Reserve Account (or any reimbursement from REMIC I or REMIC II
with respect thereto) will be beneficially owned by the Mortgage Loan Seller,
who shall be taxable on all income, if any, with respect thereto.

            (e)   With respect to exceptions related to clause (xii) of the
definition of "Mortgage File" and any cash or substitute letters of credit
held by the Trustee in the Special Reserve Account from time to time, if
circumstances arise in servicing the related Mortgage Loan such that the
Master Servicer or Special Servicer, as the case may be, is entitled to draw
upon the undelivered letter of credit, the Master Servicer or Special
Servicer, as the case may be, shall present an Officer's Certificate to the
Trustee requesting that the cash or substitute letter of credit held in the
Special Reserve Account, be remitted or released, as the case may be, and the
Trustee shall remit such cash or release such substitute letter of credit
within one (1) Business Day of receipt of such Officer's Certificate.  Upon
release of any substitute letter of credit to the Master Servicer or Special
Servicer, the Trustee shall no longer be responsible for such letter of
credit.

            Section 2.03      Mortgage Loan Seller's Repurchase or
Substitution of Mortgage Loans for Document Defects and Breaches of
Representations and Warranties.

            (a)   If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File (including that
part relating to the 2005-C22 Serviced Mortgage Loan being held by the
2005-C22 Trustee) has not been properly executed, is missing (beyond the time
period required for its delivery hereunder), 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 relating to any Mortgage Loan set forth in
the applicable Mortgage Loan Purchase Agreement (a "Breach"), the party
discovering such Document Defect or Breach shall give written notice (which
notice, in respect of any obligation of the Trustee to provide notice of a
Document Defect, shall be deemed given by the delivery of the certificate as
required by Section 2.02(a)) to the other parties hereto, to the Majority
Subordinate Certificateholder and to the Rating Agencies of such Document
Defect or Breach.  Promptly upon becoming aware of any Document Defect or
Breach (including through such written notice provided by any party hereto or
the Majority Subordinate Certificateholder as provided above), if any party
hereto determines that such Document Defect or Breach materially and
adversely affects the value of the affected Mortgage Loan, the interest of
the Trust therein or the interests of any Certificateholder, such party shall
notify the Master Servicer of such determination and promptly after receipt
of such notice, the Master Servicer, or with respect to a Specially Serviced
Mortgage Loan, the Special Servicer, shall request in writing (with a copy to
the other parties hereto, the Majority Subordinate Certificateholder, the
Rating Agencies and the Controlling Class Representative (if different from
the Majority Subordinate Certificateholder)) that the applicable Mortgage
Loan Seller, not later than ninety (90) days from receipt of such written
request (or, in the case of a Document Defect or Breach relating to a
Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions, not later than ninety (90) days after any party to this
Agreement discovers such Document Defect or Breach) (i) cure such Document
Defect or Breach, as the case may be, in accordance with Section 3(c) of the
applicable Mortgage Loan Purchase Agreement, (ii) repurchase the affected
Mortgage Loan (other than with respect to the 2005-C22 Serviced Mortgage
Loan, for which no substitution shall be permitted) in accordance with
Section 3(c) of the related Mortgage Loan Purchase Agreement, or (iii) within
two years of the Closing Date, substitute a Qualified Substitute Mortgage
Loan (other than with respect to the 2005-C22 Serviced Mortgage Loan, for
which no substitution shall be permitted) for such affected Mortgage Loan and
pay the Master Servicer for deposit into the Certificate Account any
Substitution Shortfall Amount in connection therewith in accordance with
Sections 3(c) and 3(d) of the applicable Mortgage Loan Purchase Agreement;
provided, however, that if such Document Defect or Breach is capable of being
cured, but not within such ninety (90) day period, such Document Defect or
Breach does not relate to the Mortgage Loan not being treated as a "qualified
mortgage" within the meaning of the REMIC Provisions, and the applicable
Mortgage Loan Seller has commenced and is diligently proceeding with the cure
of such Document Defect or Breach within such ninety (90) day period, the
applicable Mortgage Loan Seller shall have an additional ninety (90) days to
complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan); provided, further, with respect to such additional ninety (90) day
period the applicable Mortgage Loan Seller shall have delivered an Officer's
Certificate to the Trustee setting forth what actions the applicable Mortgage
Loan Seller is pursuing in connection with the cure thereof and stating that
the applicable Mortgage Loan Seller anticipates such Document Defect or
Breach will be cured within the additional ninety (90) day period; provided,
further, that no Document Defect (other than with respect to a Mortgage Note,
Mortgage, title insurance policy, Ground Lease, any letter of credit,
franchise agreement or any comfort letter and comfort letter transfer
documents (collectively, the "Material Core Documents")) shall be considered
to materially and adversely affect the interests of any Certificateholder,
the interest of the Trust Fund therein or the value of the related Mortgage
Loan unless the document with respect to which the Document Defect exists is
required in connection with an imminent enforcement of the mortgagee's rights
or remedies under the related Mortgage Loan, defending any claim asserted by
any borrower or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate significant servicing obligations; provided,
further, with respect to Document Defects which materially and adversely
affect the interest of any Certificateholder, the interests of the Trust
therein or the value of the related Mortgage Loan, other than with respect to
Document Defects relating to the Material Core Documents, any applicable cure
period following the initial ninety (90) day cure period may be extended by
the Master Servicer or the Special Servicer if the document involved is not
needed imminently.  Such extension will end upon 30 days notice of such need
as reasonably determined by the Master Servicer or Special Servicer (with a
possible 30 day extension if the Master Servicer or Special Servicer agrees
that the applicable Mortgage Loan Seller is diligently pursuing a cure).
Pursuant to the related Mortgage Loan Purchase Agreement, the related
Mortgage Loan Seller shall cure all Document Defects which materially and
adversely affect the interests of any Certificateholder, the interests of the
Trust Fund therein or the value of the related Mortgage Loan, regardless of
the document involved, no later than two years following the Closing Date;
provided, however, that the initial ninety (90) day cure period referenced
above shall not be reduced.  For a period of two years from the Closing Date,
so long as there remains any Mortgage File as to which there is any uncured
Document Defect and so long as the applicable Mortgage Loan Seller shall
provide the Officer's Certificate pursuant to Section 3(c) of the applicable
Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis
prepare and deliver to the other parties a written report as to the status of
such uncured Document Defects as provided in this Section 2.03.  If the
affected Mortgage Loan is to be repurchased or substituted, the Master
Servicer shall designate the Certificate Account as the account to which
funds in the amount of the Purchase Price or the Substitution Shortfall
Amount, as applicable, are to be wired.  Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis.

            If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the immediately preceding
paragraph, (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Document Defect or Breach does not constitute a Document Defect or
Breach, as the case may be, as to any other Crossed Loan in such Crossed
Group (without regard to this paragraph), then the applicable Document Defect
or Breach, as the case may be, will be deemed to constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in the Crossed
Group for purposes of this paragraph, and the related Mortgage Loan Seller
will be required to repurchase or substitute for such other Crossed Loan(s)
in the related Crossed Group as provided in the immediately preceding
paragraph unless such other Crossed Loans satisfy the Crossed Loan Repurchase
Criteria and satisfy all other criteria for substitution and repurchase of
Mortgage Loans set forth herein.  In the event that the remaining Crossed
Loans in such Crossed Group satisfy the aforementioned criteria, the Mortgage
Loan Seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related Breach or Document Defect
exists or to repurchase or substitute for all of the Crossed Loans in the
related Crossed Group.  Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Mortgage
Loans in accordance with the Mortgage Loan documents.  All other terms of the
Mortgage Loans shall remain in full force and effect without any modification
thereof.

            With respect to any Crossed Loan, to the extent that the
applicable Mortgage Loan Seller is required to repurchase or substitute for
such Mortgage Loan in the manner prescribed in this Section 2.03(a) while the
Trustee continues to hold any other Crossed Loans in the related Crossed
Group, the applicable Mortgage Loan Seller and the Depositor will, as set
forth in the related Mortgage Loan Purchase Agreement (any expenses incurred
by the Trustee or the Master Servicer in connection with any modification or
accommodation referred to in such Mortgage Loan Purchase Agreement (including
but not limited to reasonable attorney fees) shall be paid by the related
Mortgage Loan Seller), forbear from enforcing any remedies against the
other's Primary Collateral but each will be permitted to exercise remedies
against the Primary Collateral securing its respective Mortgage Loans,
including with respect to the Trustee, the Primary Collateral securing
Mortgage Loans still held by the Trustee.

            (b)   In connection with any repurchase or substitution of one or
more Mortgage Loans contemplated by this Section 2.03, upon receipt of a
Request for Release (in the form of Exhibit D-1 attached hereto) of a
Servicing Officer of the Master Servicer certifying as to the receipt of the
applicable Purchase Price(s) in the Certificate Account (in the case of any
such repurchase) or the receipt of the applicable Substitution Shortfall
Amount(s) in the Certificate Account and upon the delivery of the Mortgage
File(s) and the Servicing File(s) for the related Qualified Substitute
Mortgage Loan(s) to the Custodian and the Master Servicer, respectively (in
the case of any such substitution), (i) the Trustee shall execute and deliver
such endorsements and assignments as are provided to it, in each case without
recourse, representation or warranty, as shall be necessary to vest in the
applicable Mortgage Loan Seller the legal and beneficial ownership of each
repurchased Mortgage Loan or deleted Mortgage Loan, as applicable, being
released pursuant to this Section 2.03, and (ii) the Trustee, the Custodian,
the Master Servicer, and the Special Servicer shall each tender to the
applicable Mortgage Loan Seller, upon delivery to each of them of a receipt
executed by the applicable Mortgage Loan Seller, all portions of the Mortgage
File and other documents pertaining to each such Mortgage Loan possessed by
it and the Master Servicer and the Special Servicer shall release to the
applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds held by
it in respect of such repurchased or deleted Mortgage Loan; provided that
such tender by the Trustee or the Custodian shall be conditioned upon its
receipt from the Master Servicer or the Special Servicer of a Request for
Release.  Thereafter, the Trustee, the Custodian, the Master Servicer and the
Special Servicer shall have no further responsibility with regard to the
related repurchased Mortgage Loan(s) or deleted Mortgage Loan(s), as
applicable, and the related Mortgage File(s) and Servicing File(s).  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, and the Trustee shall execute
any powers of attorney that are prepared and delivered to the Trustee by the
Master Servicer and are necessary to permit the Master Servicer to do so.
The Master Servicer shall indemnify the Trustee for any reasonable costs,
fees, liabilities and expenses incurred by the Trustee in connection with the
negligent or willful misuse by the Master Servicer of such powers of
attorney.  At the time a substitution is made, the related Mortgage Loan
Purchase Agreement will provide that the Mortgage Loan Seller shall deliver
the related Mortgage File to the Trustee and certify that the substitute
Mortgage Loan is a Qualified Substitute Mortgage Loan.

            (c)   No substitution of a Qualified Substitute Mortgage Loan or
Loans may be made in any calendar month after the Determination Date for such
month.  Periodic Payments due with respect to any Qualified Substitute
Mortgage Loan after the related date of substitution shall be part of
REMIC I.  Periodic Payments due with respect to any Qualified Substitute
Mortgage Loan on or prior to the related date of substitution shall not be
part of the Trust Fund or REMIC I and will (to the extent received by the
Master Servicer) be remitted by the Master Servicer to the applicable
Mortgage Loan Seller promptly following receipt.

            (d)   Each Mortgage Loan Purchase Agreement provides the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to
the Mortgage Loans purchased by the Depositor thereunder.

            (e)   The Trustee with the cooperation of the Special Servicer
(in the case of Specially Serviced Mortgage Loans) shall, for the benefit of
the Certificateholders, enforce the obligations of the Mortgage Loan Sellers
under Section 3 of the applicable Mortgage Loan Purchase Agreement.  The
Trustee shall include in the immediately succeeding Distribution Date
Statement a notification to the recipients of such Distribution Date
Statement of any repurchase or substitution of a Mortgage Loan required
pursuant to the terms of the related Mortgage Loan Purchase Agreement.

            (f)   Notwithstanding the foregoing, if there exists a Breach
relating to whether or not the Mortgage Loan documents or any particular
Mortgage Loan document requires the related Mortgagor to bear the costs and
expenses associated with any particular action or matter under such Mortgage
Loan document(s) with respect to matters described in Representations 23 and
43 of the applicable Mortgage Loan Purchase Agreement, then the Master
Servicer shall (and the Special Servicer may) direct the related Mortgage
Loan Seller in writing to wire transfer to the Certificate Account, within 90
days of such Mortgage Loan Seller's receipt of such direction, the amount of
any such costs and expenses borne by the Trust Fund that are the basis of
such Breach.  Upon its making such deposit, the related Mortgage Loan Seller
shall be deemed to have cured such Breach in all respects.  Provided such
payment is made in full, this paragraph describes the sole remedy available
to the Certificateholders, the Master Servicer, the Special Servicer, and the
Trustee on their behalf regarding any such Breach and the related Mortgage
Loan Seller shall not be obligated to repurchase the affected Mortgage Loan
on account of such Breach or otherwise cure such Breach.  Amounts deposited
in the Certificate Account pursuant to this paragraph shall be used for the
reimbursement or payment of costs related to such Breach.

            (g)   With respect to any Mortgage Loan which has become a
Defaulted Mortgage Loan under this Agreement or with respect to which the
related Mortgaged Property has been foreclosed and which is the subject of a
repurchase claim under the related Mortgage Loan Purchase Agreement, the
Special Servicer with the consent of the Controlling Class Representative
shall notify the related Mortgage Loan Seller in writing of its intention to
sell such Defaulted Mortgage Loan or REO Property at least 45 days prior to
any such action.  The related Mortgage Loan Seller shall have 10 Business
Days to determine whether or not to consent to such sale.  If the related
Mortgage Loan Seller consents to such sale or a court of competent
jurisdiction determines that the related Mortgage Loan Seller was liable
under the related Mortgage Loan Purchase Agreement to repurchase such
Defaulted Mortgage Loan or REO Property then such Mortgage Loan Seller shall
be liable for the difference (if any) between the price of the Mortgage Loan
or REO Property as sold and the price which the related Mortgage Loan Seller
would have to pay if it repurchased such Defaulted Mortgage Loan or REO
Property.  If the related Mortgage Loan Seller does not consent to such sale,
the Special Servicer shall contract with a Determination Party as to the
merits of such sale.  If the related Determination Party determines that such
sale is in accordance with the Servicing Standard and the provisions of this
Agreement with respect to the sale of Defaulted Mortgage Loans or REO
Properties and subsequent to such a sale, a court of competent jurisdiction
determines that related Mortgage Loan Seller was liable under the related
Mortgage Loan Purchase Agreement and required to repurchase such Defaulted
Mortgage Loan or REO Property in accordance with the terms thereof, then
pursuant to the related Mortgage Loan Purchase Agreement, the related
Mortgage Loan Seller shall remit to the Special Servicer an amount equal to
the difference (if any) between the proceeds of the related action and the
price at which the related Mortgage Loan Seller would have been obligated to
pay had the related Mortgage Loan Seller repurchased such Defaulted Mortgage
Loan or REO Property in accordance with the terms of the related Mortgage
Loan Purchase Agreement including the costs related to contracting with the
related Determination Party.  If the related Determination Party determines
that the sale of the related Defaulted Mortgage Loan or REO Property is not
in accordance with the Servicing Standard and the provision of this Agreement
with respect to the sale of Defaulted Mortgage Loans or REO Properties and
the Special Servicer subsequently sells such Mortgage Loan or REO Property,
then the related Mortgage Loan Seller shall not be liable for any such
difference (nor any cost of contracting with the Determination Party).  In
the event that (a) the Special Servicer ignores the determination of the
Determination Party and sells the related Defaulted Mortgage Loan or REO
Property and/or (b) a court of competent jurisdiction determines that the
related Mortgage Loan Seller is not obligated to repurchase the related
Defaulted Mortgage or REO Property, the costs of contracting with the
Determination Party will constitute an Additional Trust Fund Expense.  If the
related Mortgage Loan Seller is required pursuant to the related Mortgage
Loan Purchase Agreement to remit the amounts set forth in this Section
2.03(g), the Special Servicer shall designate the Certificate Account as the
account to which such funds shall be wired.

            (h)   The  Special  Servicer shall (1)  direct,  manage,
prosecute and/or defend  any action brought by a Mortgagor against the Trust
and/or the Special  Servicer  and (2) represent the interests of the Trust
Fund in any litigation  relating to the rights and obligations of the
Mortgagor or the mortgagee,  or the enforcement of the obligations of a
Mortgagor, under the subject Mortgage Loan documents ("Trust-Related
Litigation").

            To   the   extent  the  Master  Servicer  is  named  in
Trust-Related Litigation,  and  the Trust Fund or Special Servicer is not
named, in order to effectuate  the  role  of  the Special Servicer as
contemplated by this Section, the Master Servicer shall (1) notify the
Special Servicer of such Trust-Related Litigation within ten (10) days of
the  Master  Servicer  receiving  notice  of  such  Trust-Related
Litigation;   (2)  provide  monthly  status  reports  to  the  Special
Servicer regarding  such  Trust-Related Litigation; (3) seek to have the
Trust Fund replace the Master Servicer as the appropriate party to the
lawsuit; and (4) so long as the Master Servicer remains a party to the
lawsuit, consult with and act at the direction of the Special Servicer with
respect to decisions and resolutions related to the interests of the Trust
Fund in such Trust-Related Litigation, including but not limited to  the
selection  of  counsel; provided, however, if there are claims against the
Master Servicer and the Master Servicer has not determined that  separate
counsel is required for such claims, such counsel shall be reasonably
acceptable to the Master Servicer.

            Notwithstanding  the  right  of  the Special Servicer to
represent the interests of the Trust Fund in Trust-Related Litigation, and
subject to the rights of the Special Servicer to direct the Master Servicer's
actions in  this Section below,  the Master Servicer shall retain the  right
to  make  determinations relating to claims against the Master Servicer,
including  but  not limited to the right to engage separate counsel  in  the
Master Servicer's reasonable discretion, the cost of which  shall  be
subject to indemnification pursuant to Section 6.03.

            Further,  nothing in this section shall require the Master
Servicer to take  or  fail to take any action which, in the Master Servicer's
good faith  and  reasonable  judgment,  may  (1) result in an Adverse REMIC
Event  or  Adverse  Grantor  Trust  Event  or  (2)  subject the Master
Servicer  to  liability  or  materially expand the scope of the Master
Servicer's obligations under this Agreement.

            Notwithstanding  the  Master  Servicer's  right to make
determinations relating  to  claims against the Master Servicer, the Special
Servicer shall  have the right at any time to (1) reasonably direct the
Master Servicer to settle any claims brought against the Trust Fund,
including claims asserted against  the  Master Servicer (whether or not the
Trust Fund or the Special Servicer  is named in any such claims or
Trust-Related Litigation) and (2)  otherwise  reasonably  direct  the actions
of the Master Servicer relating  to  claims  against  the Master Servicer
(whether or not the Trust Fund or the Special Servicer is named in any such
claims or Trust-Related  Litigation);  provided that, in either case, (A)
such settlement  or  other  direction  does  not  require  any admission, or
is not likely to result in a finding of liability  or  wrongdoing  on the
part of the Master Servicer, (B) the cost of such settlement or any resulting
judgment is and shall be paid by the Trust Fund, (C) the  Master Servicer is
and shall be  indemnified pursuant to Section  6.03  hereof  for all costs
and expenses of the Master  Servicer  incurred in defending and settling the
Trust-Related Litigation  and  for any judgment, (D) any such action taken by
the Master  Servicer  at  the  direction  of  the Special Servicer shall be
deemed (as to the Master Servicer) to be in compliance with the Servicing
Standard, and (E) the Special Servicer provides the Master Servicer with
assurance reasonably satisfactory to the Master Servicer as to the items on
clauses (A), (B) and (C) above.

            In the  event  both the Master Servicer and the Special Servicer
or Trust Fund are named in  litigation, the Master Servicer and the Special
Servicer shall  cooperate with each other to afford the Master Servicer and
the Special  Servicer the rights afforded to such party in this Section.

            This Section shall not apply in the event the Special Servicer
authorizes the  Master Servicer, and the Master Servicer agrees (both
authority  and  agreement to be in writing), to make certain decisions or
control certain Trust-Related Litigation on behalf of the Trust Fund.

            The Special Servicer will have the right to direct, manage,
prosecute and/or defend any and all litigation and/or claims relating to (a) the
enforcement of the obligations of a Mortgagor under the related Mortgage Loan
documents (except with respect to the 2005-C22 Serviced Mortgage Loan) and (b)
any claim or action brought by a Mortgagor against the Trust Fund; provided that
(i) 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 Special Servicer, may retain counsel and appear in any
such proceeding on its own behalf in order to protect and represent its
interests (but not to otherwise direct, manage or prosecute such litigation or
claim), (ii) 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 Mortgage Loan documents or
otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master
Servicer nor the Special Servicer shall, without the prior written consent of
the Trustee, (A) initiate any action, suit, litigation or proceeding in the name
of the Trustee, whether in such capacity or individually, (B) engage counsel to
represent the Trustee, or (C) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other
similar action with the intent to cause, and that actually causes, the Trustee
to be registered to do business in any state (provided that none of the Master
Servicer, the Special Servicer or the Trustee shall be responsible for any delay
due to the unwillingness of the Trustee to grant such consent), and (iii) 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 (but not to otherwise direct, manage or prosecute
such litigation or claim).

            Section 2.04      Representations and Warranties of Depositor.

            (a)   The Depositor hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and
to the Master Servicer, the Paying Agent and the Special Servicer, as of the
Closing Date, that:

               (i)      The Depositor is a corporation duly organized, validly
      existing and in good standing under the laws of the State of North
      Carolina;

               (ii)     The execution and delivery of this Agreement by the
      Depositor, and the performance and compliance with the terms of this
      Agreement by the Depositor, will not violate the Depositor's
      certificate of incorporation or bylaws or constitute a default (or an
      event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other instrument to which it is a party or which is applicable to it or
      any of its assets;

               (iii)    The Depositor 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 Depositor, enforceable against the
      Depositor 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 Depositor 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 Depositor's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Depositor to perform its obligations under this Agreement or the
      financial condition of the Depositor;

               (vi)     The transfer of the Mortgage Loans to the Trustee as
      contemplated herein requires no regulatory approval, other than any
      such approvals as have been obtained, and is not subject to any bulk
      transfer or similar law in effect in any applicable jurisdiction;

               (vii)    No litigation is pending or, to the best of the
      Depositor's knowledge, threatened against the Depositor that, if
      determined adversely to the Depositor, would prohibit the Depositor
      from entering into this Agreement or that, in the Depositor's good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Depositor to perform its obligations
      under this Agreement or the financial condition of the Depositor;

               (viii)   Immediately prior to the transfer of the Mortgage
      Loans to the Trust Fund pursuant to this Agreement, (A) the Depositor
      had good and marketable title to, and was the sole owner and holder of,
      each Mortgage Loan; and (B) the Depositor has full right and authority
      to sell, assign and transfer the Mortgage Loans and all servicing
      rights pertaining thereto; and

               (ix)     The Depositor is transferring the Mortgage Loans to
      the Trust Fund free and clear of any liens, pledges, charges and
      security interests.

            (b)   The representations and warranties of the Depositor set
forth in Section 2.04(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.

            Section 2.05      Conveyance of Mortgage Loans; Acceptance of
REMIC I and Additional Interest Grantor Trust by Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to (a) the Mortgage
Loans (other than any Additional Interest related thereto) and the other
property comprising REMIC I to the Trustee for the benefit of the Holders of
the Class R-I Certificates (in respect of the residual interest in REMIC I)
and REMIC II as the holder of the REMIC I Regular Interests and (b) the
Additional Interest and the other property comprising the Additional Interest
Grantor Trust to the Trustee for the benefit of the Holders of the Class Z
Certificates.  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the other property comprising REMIC I and the Additional Interest
Grantor Trust, and declares that it holds and will hold the same in trust for
the exclusive use and benefit of REMIC II as the holder of the REMIC I
Regular Interests and present and future holders of the Certificates (other
than the Class Z Certificates) and, as to the Additional Interest Grantor
Trust, for the benefit of the Holders of the Class Z Certificates.

            Section 2.06      Issuance of the REMIC I Regular Interests;
Execution, Authentication and Delivery of Class R-I Certificates.

            Concurrently with the assignment to the Trustee of the Mortgage
Loans (other than any Additional Interest related thereto) and in exchange
therefor, the Trustee acknowledges the issuance of the REMIC I Regular
Interests, to or upon the order of the Depositor and, pursuant to the written
request of the Depositor executed by an officer of the Depositor, has
executed, as the Certificate Registrar and the Authenticating Agent has
authenticated and delivered to or upon the order of the Depositor, the Class
R-I Certificates.

            Section 2.07      Conveyance of REMIC I Regular Interests;
Acceptance of REMIC II by Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC I
Regular Interests to the Trustee for the benefit of the respective Holders of
the REMIC II Certificates.  The Trustee acknowledges the assignment to it of
the REMIC I Regular Interests and declares that it holds and will hold the
same in trust for the exclusive use and benefit of all present and future
Holders of the REMIC II Certificates.

            Section 2.08      Execution, Authentication and Delivery of
REMIC II Certificates.

            Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests and in exchange therefor, and pursuant to the written
request of the Depositor, executed by an affiliate of the Depositor, the
Trustee, as Certificate Registrar, has executed, and the Trustee, as
Authenticating Agent, has authenticated and delivered to or upon the order of
the Depositor, the REMIC II Certificates in authorized denominations
evidencing the entire beneficial ownership of REMIC II.  The rights of the
holders of the respective Classes of REMIC II Certificates to receive
distributions from the proceeds of REMIC II in respect of their REMIC II
Certificates, and all ownership interests evidenced or constituted by the
respective Classes of REMIC II Certificates in such distributions, shall be
as set forth in this Agreement.

            Section 2.09      Execution, Authentication and Delivery of
Class Z Certificates.

            Concurrently with the assignment to the Trustee of the Additional
Interest, and in exchange therefor, the Trustee, pursuant to the written
request of the Depositor executed by an officer of the Depositor, has
executed, as Certificate Registrar, authenticated, as Authenticating Agent,
delivered to or upon the order of the Depositor, the Class Z Certificates.

                                 ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

            Section 3.01      Administration of the Mortgage Loans.

            (a)   Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans (other than the 2005-C22 Serviced
Mortgage Loan) and Companion Loans (other than the Hyatt Center Pari Passu
Companion Loan) that each is obligated to service and administer pursuant to
this Agreement on behalf of the Trustee, for the benefit of the
Certificateholders and in the case of the Companion Loans, the related
Companion Holder, in accordance with any and all applicable laws, the terms
of this Agreement (and, with respect to a Loan Pair, the related
Intercreditor Agreement), the terms of the respective Mortgage Loans, and, if
applicable, the Companion Loans and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard.  With respect to any
Loan Pair, in the event of a conflict between this Agreement and the related
Intercreditor Agreement, the Intercreditor Agreement will control; provided
that in no event shall the Master Servicer or Special Servicer take any
action or omit to take any action in accordance with the terms of any
Intercreditor Agreement that would cause such servicer to violate the
Servicing Standard or the REMIC Provisions.  Without limiting the foregoing,
and subject to Section 3.21, (i) the Master Servicer shall service and
administer all Mortgage Loans and the Companion Loans (other than the
2005-C22 Serviced Mortgage Loan and its related Companion Loan) that are not
Specially Serviced Mortgage Loans, and (ii) the Special Servicer shall
service and administer each Specially Serviced Mortgage Loan (other than the
2005-C22 Serviced Mortgage Loan and its related Companion Loan) and REO
Property and shall render such services with respect to all Mortgage Loans,
Companion Loans and REO Properties as are specifically provided for herein;
provided that the Master Servicer shall continue to receive payments, make
all calculations, and prepare, or cause to be prepared, all reports required
hereunder with respect to the Specially Serviced Mortgage Loans, except for
the reports specified herein as prepared by the Special Servicer, as if no
Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred, and to
render such incidental services with respect to such Specially Serviced
Mortgage Loans and REO Properties as are specifically provided for herein;
provided, further, however, that the Master Servicer shall not be liable for
its failure to comply with such duties insofar as such failure results from a
failure by the Special Servicer to provide sufficient information to the
Master Servicer to comply with such duties or failure by the Special Servicer
to otherwise comply with its obligations hereunder; provided, further, that
the Special Servicer shall not be liable for its failure to comply with such
duties insofar as such failure results from a failure by the Master Servicer
to provide sufficient information to the extent required herein to the
Special Servicer to comply with such duties or failure by the Master Servicer
to otherwise comply with its obligations hereunder.  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 3.21.

            With respect to the Prime Outlets Pool Loan, in the event that it
or any successor REO Loan is no longer part of the Mortgage Pool, then (upon
request) the Master Servicer and the Special Servicer will continue to
service and administer the related Loan Pair or any related REO Property, as
and to the extent contemplated by the related Intercreditor Agreement.

            The parties hereto acknowledge that the 2005-C22 Serviced
Mortgage Loan and its related Companion Loan is being serviced and
administered under the 2005-C22 Pooling and Servicing Agreement.  The Master
Servicer, the Special Servicer, the Trustee and the Paying Agent shall have
no obligation or authority (i) to service and administer the 2005-C22
Serviced Mortgage Loan or its related Companion Loan (except for the limited
duties with respect to the 2005-C22 Serviced Mortgage Loan expressly provided
herein), (ii) to supervise the 2005-C22 Master Servicer, the 2005-C22 Special
Servicer or the 2005-C22 Trustee or (iii) to make Servicing Advances or P&I
Advances (except to the limited extent described in Section 4.03 with respect
to P&I Advances to be made by the Master Servicer or the Trustee on the
2005-C22 Serviced Mortgage Loan).  In addition to any other obligations
expressly set forth herein by specific reference to the 2005-C22 Serviced
Mortgage Loan, the Master Servicer, the Special Servicer, the Trustee and the
Paying Agent shall have the following obligations with respect to the
2005-C22 Serviced Mortgage Loan, as the case may be:

            (i)   The Trustee and the Paying Agent shall have the obligation
described under Section 2.02 with respect to the Mortgage File for the
2005-C22 Serviced Mortgage Loan;

            (ii)        Each of the Master Servicer, the Special Servicer and
the Trustee shall have the obligations applicable to such party under Section
2.03 with respect to the 2005-C22 Serviced Mortgage Loan;

            (iii)       The Master Servicer shall have the obligations described
under Sections 3.04 and 3.05 with respect to all amounts received from the
2005-C22 Master Servicer with respect to the 2005-C22 Serviced Mortgage Loan;

            (iv)        The Trustee shall have the obligations described under
Section 3.10 with respect to the Mortgage File for the 2005-C22 Serviced
Mortgage Loan;

            (v)         Upon receipt of information and reports on the 2005-C22
Serviced Mortgage Loan from the 2005-C22 Master Servicer, the Master Servicer
shall include such information in the reports and notices required under
Section 3.12;

            (vi)        The Master Servicer and the Paying Agent shall each have
the obligations applicable to such party under Section 3.15 with respect to
information and reports it has received regarding the 2005-C22 Serviced
Mortgage Loan;

            (vii)       Each of the Master Servicer, the Special Servicer, the
Trustee and the Paying Agent shall have the obligations applicable to such
party under Section 3.18 with respect to the 2005-C22 Serviced Mortgage Loan;
and

            (viii)      The Master Servicer shall have the obligations
described under Section 3.19(a) with respect to any Prepayment Interest
Shortfall on the 2005-C22 Serviced Mortgage Loan.

            The obligation of the Master Servicer to provide information and
collections to the Paying Agent and the Certificateholders with respect to
the 2005-C22 Serviced Mortgage Loan shall be dependent on its receipt of the
corresponding information and collections from the 2005-C22 Master Servicer
or the 2005-C22 Special Servicer.

            (b)   Subject to Section 3.01(a) and Section 6.11, the Master
Servicer and the Special Servicer each shall have full power and authority,
acting alone, to do or cause to be done any and all things in connection with
such servicing and administration which 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
Mortgage Loans and Companion Loans it is obligated to service hereunder, is
hereby authorized and empowered by the Trustee and, pursuant to each
Intercreditor Agreement, the Companion Holders to execute and deliver, on
behalf of the Certificateholders, the Companion Holders and the Trustee 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 3.20 and Section 6.11, any and
all modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release,
discharge, or assignment, and all other comparable instruments; and
(iv) pledge agreements and other defeasance documents in connection with a
defeasance contemplated pursuant to Section 3.20(h).  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; provided, further, that, the
Master Servicer and the Special Servicer shall not, without the Trustee's
written consent, (A) initiate any action in the Trustee's name without
indicating the Master Servicer's or Special Servicer's representative
capacity or (B) cause the Trustee to be registered to do business in any
state.

            (c)   The relationship of each of the Master Servicer and the
Special Servicer to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor and not that of a joint
venture, partner or agent.  Unless the same Person acts as both Master
Servicer and Special Servicer, the Master Servicer shall not be responsible
for the actions of or failure to act by the Special Servicer and the Special
Servicer shall not be responsible for the actions of or the failure to act by
the Master Servicer.

            (d)   Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer make a Servicing Advance with respect to any
Companion Loan to the extent the related Co-Lender Loan has been paid in full
or is no longer included in the Trust Fund.

            (e)   Servicing and administration of each Companion Loan (other
than the Hyatt Center Pari Passu Companion Loan) shall continue hereunder for
so long as the corresponding Co-Lender Loan (other than the 2005-C22 Serviced
Mortgage Loan) or any related REO Property is part of the Trust Fund or for
such longer period as any amounts payable by the related Companion Holder to
or for the benefit of the Trust Fund or any party hereto in accordance with
the related Intercreditor Agreement remain due and owing; provided, however,
if any Companion Loan (other than the Hyatt Center Pari Passu Companion Loan)
is securitized, the Master Servicer's servicing obligations and duties with
respect to the related Companion Loan shall be limited to those obligations
and duties described in the related Intercreditor Agreement and this
Agreement.

            Section 3.02      Collection of Mortgage Loan Payments.

            (a)   Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts consistent with the Servicing Standard to
collect all payments required under the terms and provisions of the Mortgage
Loans and Companion Loans it is obligated to service hereunder and shall, to
the extent such procedures shall be consistent with this Agreement, follow
such collection procedures in accordance with the Servicing Standard;
provided, however, that nothing herein shall be construed as an express or
implied guarantee by the Master Servicer or the Special Servicer of
collectibility; provided, further that with respect to the Mortgage Loans
that have Anticipated Repayment Dates, so long as the related Mortgagor is in
compliance with each provision of the related Mortgage Loan documents, the
Master Servicer and Special Servicer (including the Special Servicer in its
capacity as a Certificateholder), shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of
Additional Interest or principal in excess of the principal component of the
constant Periodic Payment, other than requests for collection, until the
maturity date of the related Mortgage Loan; provided that the Master Servicer
or Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply excess cash flow to principal in accordance with the
terms of the Mortgage Loan documents.  Consistent with the foregoing and
subject to Section 3.20, the Special Servicer, with regard to a Specially
Serviced Mortgage Loan, or the Master Servicer, with regard to a Mortgage
Loan or Companion Loan (other than the 2005-C22 Serviced Mortgage Loan or the
Hyatt Center Pari Passu Companion Loan) that is not a Specially Serviced
Mortgage Loan, may waive any Penalty Interest or late payment charge in
connection with any payment on a Mortgage Loan or Companion Loan (other than
the 2005-C22 Serviced Mortgage Loan or the Hyatt Center Pari Passu Companion
Loan).

            (b)   All amounts collected in respect of any Mortgage Loan or
Companion Loan (other than the Hyatt Center Pari Passu Companion Loan) in the
form of payments from Mortgagors, Liquidation Proceeds (insofar as such
Liquidation Proceeds are of the nature described in clauses (i) through
(iii) of the definition thereof) or Insurance Proceeds shall be applied to
either amounts due and owing under the related Mortgage Note and Mortgage
(including, without limitation, for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage
Note and Mortgage (and, with respect to a Loan Pair, the related
Intercreditor Agreement) or, if required pursuant to the express provisions
of the related Mortgage, or as determined by the Master Servicer or Special
Servicer in accordance with the Servicing Standard, to the repair or
restoration of the related Mortgaged Property, and, in the absence of such
express provisions, shall be applied for purposes of this Agreement: first,
as a recovery of any related and unreimbursed Advances plus unreimbursed
interest accrued thereon; second, as a recovery of Nonrecoverable Advances,
Unliquidated Advances and Workout Delayed Reimbursement Amounts (including
interest on such Nonrecoverable Advances), that were paid from collections on
the Mortgage Loans (allocable to principal) and resulted in principal from
the Mortgage Pool distributed to the Certificateholders being reduced
pursuant to Section 3.05(a) hereof; third, as a recovery of accrued and
unpaid interest at the related Mortgage Rate on such Mortgage Loan, to the
extent such amounts have not been previously advanced, and exclusive of any
portion thereof that constitutes Additional Interest; fourth, as a recovery
of principal of such Mortgage Loan then due and owing, to the extent such
amounts have not been previously advanced, including, without limitation, by
reason of acceleration of the Mortgage Loan following a default thereunder;
fifth, in accordance with the normal servicing practices of the Master
Servicer or the Special Servicer, as a recovery of any other amounts then due
and owing under such Mortgage Loan (other than Additional Interest),
including, without limitation, Prepayment Premiums, Yield Maintenance Charges
and Penalty Interest; sixth, as a recovery of any remaining principal of such
Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and seventh, with respect to any ARD Loan after its Anticipated Repayment
Date, as a recovery of any unpaid Additional Interest.  All amounts collected
on any Mortgage Loan in the form of Liquidation Proceeds of the nature
described in clauses (iv) through (vi) of the definition thereof shall be
deemed to be applied: first, as a recovery of any related and unreimbursed
Advances plus interest accrued thereon; second, as a recovery of accrued and
unpaid interest at the related Mortgage Rate on such Mortgage Loan to but not
including the Due Date in the Collection Period of receipt, to the extent
such amounts have not been previously advanced, and exclusive of any portion
thereof that constitutes Additional Interest; third, as a recovery of
principal, to the extent such amounts have not been previously advanced, of
such Mortgage Loan to the extent of its entire unpaid principal balance; and
fourth, with respect to any ARD Loan after its Anticipated Repayment Date, as
a recovery of any unpaid Additional Interest.  No such amounts shall be
applied to the items constituting additional servicing compensation as
described in the first sentence of either Section 3.11(b) or 3.11(d) unless
and until all principal and interest then due and payable on such Mortgage
Loan has been collected.  Amounts collected on any REO Loan shall be deemed
to be applied in accordance with the definition thereof.  The provisions of
this paragraph with respect to the application of amounts collected on any
Mortgage Loan shall not alter in any way the right of the Master Servicer,
the Special Servicer or any other Person to receive payments from the
Certificate Account as set forth in clauses (ii) through (xvi) of
Section 3.05(a) from amounts so applied.

            (c)   Within 60 days after the later of (i) the Closing Date and
(ii) the Master Servicer's receipt of the applicable letter of credit, the
Master Servicer shall notify each provider of a letter of credit for each
Mortgage Loan identified as having a letter of credit on the Mortgage Loan
Schedule, that the Master Servicer or the Special Servicer on behalf of the
Trustee for the benefit of the Certificateholders shall be the beneficiary
under each such letter of credit.  If a draw upon a letter of credit is
needed before its transfer to the Trust Fund can be completed, the applicable
Mortgage Loan Seller shall draw upon such letter of credit for the benefit of
the Trust pursuant to written instructions from the Master Servicer.

            (d)   In the event that the Master Servicer or Special Servicer
receives Additional Interest in any Collection Period, or receives notice
from the related Mortgagor that the Master Servicer or Special Servicer will
be receiving Additional Interest in any Collection Period, the Master
Servicer or Special Servicer, as applicable, will promptly notify the
Trustee.  Subject to the provisions of Section 3.02(a) hereof, none of the
Master Servicer, the Trustee or the Special Servicer shall be responsible for
any such Additional Interest not collected after notice from the related
Mortgagor.

            (e)   With respect to any Mortgage Loan in connection with which
the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the
applicable Mortgage Loan documents, the Master Servicer shall, to the extent
consistent with the Servicing Standard, hold such escrows, letters of credit
and proceeds thereof as additional collateral and not apply such items to
reduce the principal balance of such Mortgage Loan unless otherwise required
to do so pursuant to the applicable Mortgage Loan documents.

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

            (a)   The Master Servicer shall, as to all Mortgage Loans (other
than the 2005-C22 Serviced Mortgage Loan) and Companion Loans (other than the
Hyatt Center Pari Passu Companion Loan), establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments shall be
deposited and retained, and shall administer such accounts in accordance with
the terms of the Mortgage 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 amounts have been escrowed for such
purpose) only to: (i) effect payment of items for which Escrow Payments were
collected and comparable items; (ii) reimburse the Master Servicer or the
Trustee for any unreimbursed Servicing Advances; (iii) refund to Mortgagors
any sums as may be determined to be overages; (iv) pay interest, if required
and as described below, to Mortgagors on balances in the Servicing Account;
(v) pay itself interest and investment income on balances in the Servicing
Account as described in Section 3.06(b), if and to the extent not required by
law or the terms of the applicable Mortgage Loan to be paid to the Mortgagor;
(vi) withdraw amounts deposited in error or (vii) clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01.  To the extent permitted by law or the applicable Mortgage
Loan, funds in the Servicing Accounts may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06 and in
accordance with the terms of the related Mortgage Loan documents.  The Master
Servicer shall pay or cause to be paid to the Mortgagors interest, if any,
earned on the investment of funds in Servicing Accounts maintained thereby,
if required by law or the terms of the related Mortgage 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.  The
Servicing Accounts shall not be considered part of the segregated pool of
assets constituting REMIC I, REMIC II or the Additional Interest Grantor
Trust.

            (b)   The Master Servicer (for the Mortgage Loans other than
Specially Serviced Mortgage Loans, the 2005-C22 Serviced Mortgage Loan and
REO Loans) or the Special Servicer (for Specially Serviced Mortgage Loans and
REO Loans) shall (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 the
payment of such items (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and, in any
event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items.  For
purposes of effecting any such payment for which it is responsible, the
Master Servicer shall apply Escrow Payments (at the direction of the Special
Servicer for Specially Serviced Mortgage Loans and REO Loans) as allowed
under the terms of the related Mortgage Loan or Companion Loan or, if such
Mortgage Loan or Companion 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, as
to all Mortgage Loans or Companion Loans, use reasonable efforts consistent
with the Servicing Standard to enforce the requirement of the related
Mortgage that the Mortgagor make payments in respect of such items at the
time they first become due, and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.

            (c)   The Master Servicer shall, as to all Mortgage Loans and
Companion Loans (other than the 2005-C22 Serviced Mortgage Loan and its
related Companion Loan), subject to Section 3.01(d), 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, penalties and other similar items, (ii) ground
rents (if applicable), and (iii) premiums on 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; provided that the
Master Servicer shall not make any Servicing Advance prior to the penalty
date or cancellation date, as applicable, if the Master Servicer reasonably
anticipates in accordance with the Servicing Standard that the Mortgagor will
pay such amount on or before the penalty date or cancellation date; provided,
further, that the Master Servicer shall not be obligated to make any
Servicing Advance that would, if made, constitute a Nonrecoverable Servicing
Advance but may, but is not required to, pay such amounts out of funds in the
Certificate Account if it determines that such payment would be in the best
interests of the Certificateholders and such payment may be withdrawn from
amounts in the Certificate Account; provided that the Master Servicer may
conclusively rely upon any such determination by the Special Servicer.  All
such Servicing Advances or amounts withdrawn from the Certificate Account
shall be reimbursable in the first instance from related collections from the
Mortgagors, and further as provided in Section 3.05(a).  No costs incurred by
the Master Servicer or the Trustee in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of such
Mortgaged Properties shall, for purposes of this Agreement, including,
without limitation, the Paying Agent's calculation of monthly distributions
to Certificateholders, be added to the unpaid Stated Principal Balances of
the related Mortgage Loans or Companion Loans, notwithstanding that the terms
of such Mortgage Loans or Companion 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.  In addition to any
other rights to recovery set forth herein with respect to any Servicing
Advance made on the Hyatt Center Whole Loan, the Master Servicer or the
Trustee, as applicable, shall be entitled to recovery of a portion of such
amounts without duplication from the holder of the Hyatt Center Pari Passu
Companion Loan pursuant to the terms of the Hyatt Center Intercreditor
Agreement.

            The Special Servicer shall give the Master Servicer and the
Trustee not less than five Business Days' notice with respect to Servicing
Advances to be made on any Specially Serviced Mortgage Loan or REO Property,
before the date on which the Master Servicer is required to make any
Servicing Advance with respect to a given Mortgage Loan, Companion Loan or
REO Property; provided, however, that only two Business Days' notice shall be
required in respect of Servicing Advances required to be made on an urgent or
emergency basis (which may include, without limitation, Servicing Advances
required to make tax or insurance payments).  In addition, the Special
Servicer shall provide the Master Servicer and the Trustee  with such
information in its possession as the Master Servicer or the Trustee, as
applicable, may reasonably request to enable the Master Servicer or the
Trustee, as applicable, to determine whether a requested Servicing Advance
would constitute a Nonrecoverable Servicing 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.  On
the fourth Business Day before each Distribution Date, the Special Servicer
shall report to the Master Servicer the Special Servicer's determination as
to whether any Servicing Advance previously made with respect to a Specially
Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing Advance.
The Master Servicer shall be entitled to conclusively rely on such a
determination.

            If the Master Servicer is required under any provision of this
Agreement (including, but not limited to, this Section 3.03(c)) to make a
Servicing Advance, but does not do so within 15 days after such Advance is
required to be made (or such shorter period as may be required to avoid
foreclosure of liens for delinquent real estate taxes or a lapse in insurance
coverage), the Trustee shall, if a Responsible Officer of the Trustee has
actual knowledge of such failure on the part of the Master Servicer, give
written notice of such failure to the Master Servicer.  If such Servicing
Advance is not made by the Master Servicer within three Business Days after
such notice then (subject to a determination that such Servicing Advance
would not be a Nonrecoverable Servicing Advance) the Trustee shall make such
Servicing Advance.  Any failure by the Master Servicer to make a Servicing
Advance hereunder shall constitute an Event of Default by the Master Servicer
subject to and as provided in Section 7.01.

            (d)   In connection with its recovery of any Servicing Advance
from the Certificate Account pursuant to Section 3.05(a), each of the Master
Servicer and the Trustee shall be entitled to receive, out of any amounts
then on deposit in the Certificate Account, any unpaid interest at the
Reimbursement Rate in effect from time to time, compounded annually, accrued
on the amount of such Servicing Advance (to the extent made with its own
funds) from the date made to but not including the date of reimbursement such
interest to be payable, subject to the terms of the related Intercreditor
Agreement with respect to a Loan Pair, first out of late payment charges and
Penalty Interest received on the related Mortgage Loan or REO Property during
the Collection Period in which such reimbursement is made, and to the extent
that such late payment charges and Penalty Interest are insufficient, but
only after or at the same time the related Advance has been or is reimbursed
pursuant to this Agreement, then from general collections on the Mortgage
Loans then on deposit in the Certificate Account.  The Master Servicer shall
reimburse itself or the Trustee, as applicable, for any outstanding Servicing
Advance made thereby as soon as practicable after funds available for such
purpose have been received by the Master Servicer, and in no event shall
interest accrue in accordance with this Section 3.03(d) on any Servicing
Advance as to which the corresponding Escrow Payment or other similar payment
by the Mortgagor was received by the Master Servicer on or prior to the date
the related Servicing Advance was made.  Notwithstanding anything herein to
the contrary, in no event shall the Master Servicer or the Trustee make any
Servicing Advances with respect to any Companion Loan after the related
Co-Lender Loan has been paid in full.

            (e)   The determination by the Master Servicer or 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, setting forth the basis
for such determination, together with a copy of any Appraisal (the cost of
which may be paid out of the Certificate Account pursuant to Section 3.05(a))
of the related Mortgaged Property or REO Property, as the case may be; which
Appraisal shall be conducted pursuant to Section 3.09(a) by the Master
Servicer, or by or on behalf of the Special Servicer if the Mortgage Loan is
a Specially Serviced Mortgage Loan or, if no such Appraisal has been
performed, a copy of an Appraisal of the related Mortgaged Property or REO
Property, performed within the twelve months preceding such determination and
the party delivering such appraisal has no actual knowledge of a material
adverse change in the condition of the related Mortgaged Property that would
draw into question the applicability of such Appraisal, by an Independent
Appraiser or other expert in real estate matters, and further accompanied by
related Mortgagor operating statements and financial statements, budgets and
rent rolls of the related Mortgaged Property 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.  The
Master Servicer shall be entitled to rely, conclusively, on any determination
by the Special Servicer that a Servicing Advance, if made, would be a
Nonrecoverable Advance.  The Trustee shall be entitled to rely, conclusively,
on any determination by the Master Servicer or the Special Servicer that a
Servicing Advance, if made, would be a Nonrecoverable Advance; provided,
however, that, if the Master Servicer has failed to make a Servicing Advance
for reasons other than a determination by the Master Servicer or the Special
Servicer that such Servicing Advance would be a Nonrecoverable Advance, the
Trustee shall make such Servicing Advance within the time periods required by
Section 3.03(c) unless the Trustee in good faith, makes a determination that
such Servicing Advance would be a Nonrecoverable Advance.

            (f)   The Master Servicer shall, as to all Mortgage Loans (other
than the 2005-C22 Serviced Mortgage Loan) and Companion Loans (other than the
Hyatt Center Pari Passu Companion Loan), establish and maintain, as
applicable, one or more accounts (the "Reserve Accounts"), into which all
Reserve Funds, if any, shall be deposited and retained.  Withdrawals of
amounts so deposited may be made (i) to pay for, or to reimburse the related
Mortgagor in connection with, the related environmental remediation, repairs
and/or capital improvements at the related Mortgaged Property if the repairs
and/or capital improvements have been completed, and such withdrawals are
made in accordance with the Servicing Standard and the terms of the related
Mortgage Note, Mortgage and any agreement with the related Mortgagor
governing such Reserve Funds and any other items for which such Reserve Funds
were intended pursuant to the loan documents and (ii) to pay the Master
Servicer interest and investment income earned on amounts in the Reserve
Accounts as described below if permitted under the related Mortgage Loan
documents.  To the extent permitted in the applicable Mortgage, funds in the
Reserve Accounts to the extent invested may be only invested in Permitted
Investments in accordance with the provisions of Section 3.06.  All Reserve
Accounts shall be Eligible Accounts.  The Reserve Accounts shall not be
considered part of the segregated pool of assets comprising REMIC I, REMIC II
or the Additional Interest Grantor Trust.  Consistent with the Servicing
Standard, the Master Servicer may waive or extend the date set forth in any
agreement governing such Reserve Funds by which the required repairs and/or
capital improvements at the related Mortgaged Property must be completed.

            Section 3.04      Certificate Account, Interest Reserve Account,
Gain-on-Sale Reserve Account, Additional Interest Account, Distribution
Account and Companion Distribution Account.

            (a)   The Master Servicer shall establish and maintain one or
more accounts (collectively, the "Certificate Account"), held on behalf of
the Trustee in trust for the benefit of the Certificateholders and, to the
extent funds on deposit in the Certificate Account are allocable to the
related Companion Loans (other than the Hyatt Center Pari Passu Companion
Loan), the related Companion Holders, but solely to the extent set forth in
the related Intercreditor Agreement and subject to any provisions relating to
subordination of rights with respect to the Co-Lender Loans.  The Certificate
Account shall be an Eligible Account.  The Master Servicer shall deposit or
cause to be deposited in the Certificate Account, within one Business Day of
receipt of available funds (in the case of payments by Mortgagors or other
collections on the Mortgage Loans or the Companion 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 or the
Companion Loans (other than the Hyatt Center Pari Passu Companion Loan) due
and payable on or before the Cut-Off Date, which payments shall be delivered
promptly to the applicable Mortgage Loan Seller or its designee, with
negotiable instruments endorsed as necessary and appropriate without
recourse), other than amounts received from Mortgagors which are to be used
to purchase defeasance collateral, or payments (other than Principal
Prepayments) received by it on or prior to the Cut-Off Date but allocable to
a period subsequent thereto:

               (i)      all payments on account of principal of the Mortgage
      Loans or Companion Loans (other than the Hyatt Center Pari Passu Companion
      Loan), including Principal Prepayments;

               (ii)     all payments on account of interest on the Mortgage
      Loans or Companion Loans (other than the Hyatt Center Pari Passu
      Companion Loan), including Additional Interest;

               (iii)    all Prepayment Premiums and Yield Maintenance Charges;

               (iv)     all Insurance Proceeds and Liquidation Proceeds
      (other than Liquidation Proceeds described in clause (vi) of the
      definition thereof that are required to be deposited in the
      Distribution Account pursuant to Section 9.01) received in respect of
      any Mortgage Loan or Companion Loan (other than the Hyatt Center Pari
      Passu Companion Loan) (including, without limitation, any amounts
      representing recoveries of Nonrecoverable Advances or Unliquidated
      Advances, including interest on such Nonrecoverable Advances or
      Unliquidated Advances in respect of the related Mortgage Loans);

               (v)      any amounts required to be deposited by the Master
      Servicer pursuant to Section 3.06(b) in connection with losses incurred
      with respect to Permitted Investments of funds held in the Certificate
      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 3.16(c) and any amounts received from a
      Mortgage Loan Seller with respect to a Special Reserve Account pursuant
      to Section 2.02(d);

               (viii)   any amount in respect of Purchase Prices and
      Substitution Shortfall Amounts pursuant to Section 2.03(b);

               (ix)     any amount required to be deposited by the Master
      Servicer pursuant to Section 3.19(a) in connection with Prepayment
      Interest Shortfalls;

               (x)      any amount required to be deposited by the Master
      Servicer pursuant to Section 3.03(d) and 4.03(d) in connection with
      reimbursing the Trust Fund for interest paid on a P&I Advance or Servicing
      Advance, as applicable;

               (xi)     any amount paid by a Mortgagor to cover items for
      which a Servicing Advance has been previously made and for which the
      Master Servicer, the Special Servicer or the Trustee, as applicable,
      has been previously reimbursed out of the Certificate Account;

               (xii)    any amount required to be deposited by the Master
      Servicer or the Special Servicer pursuant to Section 3.11(b) and
      3.11(d), respectively, in connection with reimbursing the Trust Fund
      for Additional Trust Fund Expenses; and

               (xiii)   all amounts remitted or advanced by the 2005-C22
      Master Servicer in respect of the 2005-C22 Serviced Mortgage Loan,
      pursuant to the 2005-C22 Pooling and Servicing Agreement and the Hyatt
      Center Intercreditor Agreement.

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive.  Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, amounts to be deposited in
Reserve Accounts, and amounts that the Master Servicer and the Special
Servicer are entitled to retain as additional servicing compensation pursuant
to Sections 3.11(b) and 3.11(d), need not be deposited by the Master Servicer
in the Certificate Account.  If the Master Servicer shall deposit in the
Certificate Account any amount not required to be deposited therein, it may
at any time withdraw such amount from the Certificate Account, any provision
herein to the contrary notwithstanding.  The Master Servicer shall promptly
deliver to the Special Servicer as additional servicing compensation in
accordance with Section 3.11(d), assumption fees, late payment charges (to
the extent not applied to pay interest on Advances as provided in Sections
3.03(d) or 4.03(d) or Additional Trust Fund Expenses as provided in
Section 3.11(d)) and other transaction fees or other expenses received by the
Master Servicer to which the Special Servicer is entitled pursuant to either
of such Sections upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount.  The Certificate Account
shall be maintained as a segregated account, separate and apart from trust
funds created for mortgage pass-through certificates of other series and the
other accounts of the Master Servicer.

            The Master Servicer may maintain, as part of the Certificate
Account, a subaccount for each Companion Loan (other than the Hyatt Center
Pari Passu Companion Loan) on behalf of and in trust for the benefit of the
related Companion Holder, into which subaccount the Master Servicer shall
deposit or cause to be deposited all amounts described in the first paragraph
of this Section 3.04(a) to the extent allocable to the related Companion Loan
in accordance with this Agreement and the related Intercreditor Agreement,
and out of which subaccount the Master Servicer may make withdrawals to the
extent withdrawals of such funds are provided for in Section 3.05(a) of this
Agreement or in the related Intercreditor Agreement.  Each such subaccount
shall be an Eligible Account or a subaccount of an Eligible Account and shall
be entitled "Wachovia Bank, National Association, as Master Servicer, on
behalf of and in trust for the related Companion Holder."

            Upon receipt of any of the amounts described in clauses
(i) through (iv), (xi), (xii) and (xiii) above with respect to any Mortgage
Loan or Companion Loan, the Special Servicer shall promptly, but in no event
later than one Business Day after receipt of available funds, remit such
amounts (net of any reimbursable expenses incurred by the Special Servicer)
to or at the direction of the Master Servicer for deposit into the
Certificate 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.  Any such amounts received by the Special Servicer with respect
to an REO Property shall be deposited by the Special Servicer into the REO
Account and remitted to the Master Servicer for deposit into the Certificate
Account pursuant to Section 3.16(c).  With respect to any such amounts paid
by check to the order of the Special Servicer, the Special Servicer shall
endorse such check to the order of the Master Servicer and shall deliver
promptly, but in no event later than three Business Days after receipt, any
such check to the Master Servicer by overnight courier, 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.

            (b)   The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") at the office of the
Paying Agent to be held in trust for the benefit of the Certificateholders
(other than the Class Z Certificateholders).  The Distribution Account shall
be an Eligible Account.  The Trustee hereby authorizes the Paying Agent to
make deposits in and withdrawals from the Distribution Account in accordance
with the terms of this Agreement.  The Master Servicer shall deliver to the
Paying Agent each month on or before 1:30 p.m. New York City time on the P&I
Advance Date therein, for deposit in the Distribution Account, an aggregate
amount of immediately available funds equal to that portion of the Available
Distribution Amount (calculated without regard to clauses (a)(ii), (a)(v) and
(b)(ii)(B) of the definition thereof) for the related Distribution Date then
on deposit in the Certificate Account, together with (i) any Prepayment
Premiums and/or Yield Maintenance Charges received on the Mortgage Loans
during the related Collection Period, and (ii) in the case of the final
Distribution Date, any additional amounts contemplated by the third paragraph
of Section 9.01.

            The Companion Paying Agent shall establish and maintain one or
more trust accounts for distributions to the Companion Loans (other than the
Hyatt Center Pari Passu Companion Loan) (collectively, the "Companion
Distribution Account") to be held on behalf of the related Companion
Holder(s).  The Companion Distribution Account shall be an Eligible Account
and may be a subaccount of the Certificate Account.  The Master Servicer
hereby authorizes the Companion Paying Agent to make deposits in and
withdrawals from the Companion Distribution Account in accordance with the
terms of this Agreement.  Unless the Companion Distribution Account is the
related subaccount or subaccounts of the Certificate Account as allowed by
the last sentence of the definition of Companion Distribution Account, the
Master Servicer shall deliver to the Companion Paying Agent each month on or
before 2:00 p.m. New York City time on the P&I Advance Date therein for
deposit in the Companion Distribution Account, an aggregate amount of
immediately available funds equal to the amount available to be distributed
to the related Companion Holder(s) pursuant to the related Intercreditor
Agreement.

            In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Paying Agent for deposit in the Distribution
Account:

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

               (ii)     the Purchase Price paid in connection with the
      purchase by the Master Servicer of all of the Mortgage Loans and any
      REO Properties, pursuant to Section 9.01, exclusive of the portion of
      such amounts required to be deposited in the Certificate Account
      pursuant to Section 9.01.

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

            (c)   The Trustee shall establish and maintain one or more
accounts (collectively, the "Interest Reserve Account"), held in trust for
the benefit of the Certificateholders.  The Interest Reserve Account shall be
an Eligible Account.  On or before each Distribution Date in February and,
during each year that is not a leap year, January, the Master Servicer shall
withdraw from the Certificate Account and remit to the Trustee for deposit in
the Interest Reserve Account, with respect to each Interest Reserve Loan, an
amount equal to the Interest Reserve Amount in respect of such Interest
Reserve Loan, for such Distribution Date (such withdrawal from the
Certificate Account to be made out of general collections on the Mortgage
Pool where any related P&I Advance was deposited in the Distribution Account).

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

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

            (e)   The Paying Agent, on behalf of the Trustee for the benefit
of the Certificateholders, shall establish (upon notice from Special Servicer
of an event occurring that generates Gain-on-Sale Proceeds) and maintain the
Gain-on-Sale Reserve Account in the name of the Paying Agent on behalf of the
Trustee for the benefit of the Certificateholders.  The Gain-on-Sale Reserve
Account shall be maintained as a segregated account, separate and apart from
trust funds for mortgage pass-through certificates of other series
administered by the Paying Agent and other accounts of the Paying Agent.
Upon the disposition of any REO Property in accordance with Section 3.09 or
Section 3.18, the Special Servicer will calculate the Gain-on-Sale Proceeds,
if any, realized in connection with such sale and remit such funds to the
Paying Agent for deposit into the Gain-on-Sale Reserve Account.

            (f)   Funds in the Certificate Account, the Interest Reserve
Account, the Distribution Account, the Additional Interest Account and the
Gain-on-Sale Reserve Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06.  Funds on deposit in the
Gain-on-Sale Reserve Account shall be invested pursuant to Section 3.06.  The
Master Servicer shall give written notice to the Trustee, the Special
Servicer and the Rating Agencies of the location of the Certificate Account
as of the Closing Date and of the new location of the Certificate Account
prior to any change thereof.  The Paying Agent shall give written notice to
the Trustee, the Master Servicer, the Special Servicer and the Rating
Agencies of any new location of the Distribution Account prior to any change
thereof.

            Section 3.05      Permitted Withdrawals from the Certificate
Account, Distribution Account, Interest Reserve Account, Additional Interest
Account, Gain-on-Sale Reserve Account and Companion Distribution Account.

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

               (i)      (A) to remit to the Paying Agent 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 amount that may be
      applied to make P&I Advances pursuant to Section 4.03(a); and (B) to
      deposit in and remit to the Companion Paying Agent for deposit in each
      Companion Distribution Account the amounts required to be so deposited
      pursuant to the second paragraph of Section 3.04(b) and any amount
      relating to a Companion Loan (other than the Hyatt Center Pari Passu
      Companion Loan) 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 (the Trustee's and Master Servicer's
      right to reimbursement pursuant to this clause (ii) with respect to any
      P&I Advance (other than Nonrecoverable Advances and Workout-Delayed
      Reimbursement Amounts that are reimbursed pursuant to clause
      (vii) below) being limited to amounts that represent Late Collections
      of interest (net of the related Servicing Fees) and principal (net of
      any related Workout Fee or Liquidation Fee) received in respect of the
      particular Mortgage Loan, REO Loan or Companion Loan as to which such
      P&I Advance was made);

               (iii)    to pay to itself earned and unpaid Master Servicing
      Fees in respect of each Mortgage Loan and REO Loan, the Master
      Servicer's right to payment pursuant to this clause (iii) with respect
      to any Mortgage Loan or REO Loan being limited to amounts received on
      or in respect of such Mortgage Loan (whether in the form of payments,
      Liquidation Proceeds or Insurance Proceeds) or such REO Loan (whether
      in the form of REO Revenues, Liquidation Proceeds or Insurance
      Proceeds) that are allocable as a recovery of interest thereon;

               (iv)     to pay to the Special Servicer earned and unpaid
      Special Servicing Fees in respect of each Specially Serviced Mortgage
      Loan and REO Loan;

               (v)      to pay the Special Servicer (or, if applicable, a
      predecessor Special Servicer) earned and unpaid Workout Fees or
      Liquidation Fees in respect of each Specially Serviced Mortgage Loan,
      Corrected Mortgage Loan, and REO Loan, the Special Servicer's (or, if
      applicable, any predecessor Special Servicer's) right to payment
      pursuant to this clause (v) with respect to any such Mortgage Loan or
      REO Loan being limited to amounts received on or in respect of such
      Specially Serviced Mortgage Loan or Corrected Mortgage Loan (whether in
      the form of payments or Liquidation Proceeds) or such REO Loan (whether
      in the form of REO Revenues or Liquidation Proceeds) that are allocable
      as a recovery of principal or interest thereon (provided that no
      Liquidation Fee shall be payable out of (i) Insurance Proceeds and
      (ii) any Liquidation Proceeds received in connection with the purchase
      of any Mortgage Loan or REO Property by a Mortgage Loan Seller pursuant
      to the applicable Mortgage Loan Purchase Agreement (if purchased within
      the required time period set forth in such Mortgage Loan Purchase
      Agreement), by the Special Servicer, the Companion Holder or the
      Majority Subordinate Certificateholder, as described in
      Section 3.18(c), Section 3.18(d), Section 3.18(e) or Section 3.18(h),
      or by any mezzanine lender pursuant to the terms of the related
      mezzanine intercreditor agreement, or by the Master Servicer, the
      Special Servicer or the Majority Subordinate Certificateholder or the
      purchasing Certificateholder pursuant to Section 9.01);

               (vi)     to reimburse the Trustee, itself or the Special
      Servicer, in that order, for any unreimbursed Servicing Advances, 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 (other than Nonrecoverable Advances and
      Workout-Delayed Reimbursement Amounts that are reimbursed pursuant to
      clause (vii) below) being limited to payments made by the related
      Mortgagor that are allocable to such Servicing Advance, or to
      Liquidation Proceeds, Insurance Proceeds and, if applicable, REO
      Revenues received in respect of the particular Mortgage Loan, Companion
      Loan or REO Property as to which such Servicing Advance was made
      (provided that, in case of such reimbursement relating to any Co-Lender
      Loan, such reimbursements shall be made first, from amounts collected
      on the related Subordinate Companion Loan and then from the related
      Co-Lender Loan (and Pari Passu Companion Loans, if any) in accordance
      with the terms of the related Intercreditor Agreement);

               (vii)    to reimburse the Trustee, itself or the Special
      Servicer, in that order, (A) for any unreimbursed Advances (including
      interest at the Reimbursement Rate) that have been or are determined to
      be Nonrecoverable Advances and for any Workout-Delayed Reimbursement
      Amounts, in that order, and (B) to pay itself, with respect to any
      Mortgage Loan (including, if applicable, the 2005-C22 Serviced Mortgage
      Loan), Companion Loan or any REO Property, any related earned Master
      Servicing Fee that remained unpaid in accordance with clause
      (iii) above, in the case of clause (B), following a Final Recovery
      Determination made with respect to such Mortgage Loan or REO Property
      and the deposit into the Certificate Account of all amounts received in
      connection therewith; provided, however, that any reimbursement of
      Nonrecoverable Advances or Workout Delayed Reimbursement Amounts
      payable pursuant to this clause (vii), with respect to Nonrecoverable
      Advances shall be deemed to be recovered, first, from collections or
      receipts on the Mortgage Loans and REO Properties in respect of
      principal and then in respect of interest and other collections, and,
      with respect to Workout Delayed Reimbursement Amounts, only out of
      collections and receipts on the Mortgage Loans and REO Properties in
      respect of principal;

               (viii)   to reimburse the 2005-C22 Master Servicer or the
      2005-C22 Special Servicer for unreimbursed advances (including interest
      on such advances) made by such party pursuant to the 2005-C22 Pooling
      and Servicing Agreement in respect of the 2005-C22 Serviced Mortgage
      Loan (other than principal and interest advances made on the Hyatt
      Center Pari Passu Companion Loan), that have been or are determined to
      be nonrecoverable advances and for any workout-delayed reimbursement
      amounts, in that order, pursuant to the terms of the 2005-C22 Pooling
      and Servicing Agreement (up to, with respect to a servicing advance,
      the 2005-C22 Serviced Mortgage Loan's pro rata share of such advance,
      or if the amount of such pro rata share, together with amounts
      available from collections in the certificate account created under the
      2005-C22 Pooling and Servicing Agreement is insufficient to reimburse
      the party that made such advance, then up to the full amount of such
      advance made on the 2005-C22 Serviced Mortgage Loan and interest
      thereon); provided, however, that any reimbursement of Nonrecoverable
      Advances or Workout Delayed Reimbursement Amounts payable pursuant to
      this clause (viii), with respect to Nonrecoverable Advances, shall be
      deemed to be recovered, first, from collections or receipts on the
      Mortgage Loans and REO Properties in respect of principal and then in
      respect of interest and other collections, and, with respect to Workout
      Delayed Reimbursement Amounts, only out of collections and receipts on
      the Mortgage Loans and REO Properties in respect of principal;

               (ix)     at such time as it reimburses the Trustee, itself,
      the Special Servicer, the 2005-C22 Master Servicer or the 2005-C22
      Special Servicer, in that order, for any unreimbursed Advance
      (including any Advance that constitutes a Workout-Delayed Reimbursement
      Amount) pursuant to clause (ii), (vi), (vii) or (viii) above, to pay
      the Trustee, itself, the Special Servicer or the 2005-C22 Master
      Servicer, as the case may be, in that order, any interest accrued and
      payable thereon in accordance with Section 3.03(d) or 4.03(d) (or, with
      respect to the 2005-C22 Serviced Mortgage Loan, pursuant to the
      2005-C22 Pooling and Servicing Agreement), as applicable; provided that
      the Trustee's, the Master Servicer's, the Special Servicer's and the
      2005-C22 Master Servicer's rights to payment pursuant to this clause
      (ix) with respect to interest on any Advance shall be satisfied (A)
      subject to and in accordance with the terms of the Intercreditor
      Agreement with respect to the related Loan Pair, first out of late
      payment charges and Penalty Interest collected on or in respect of the
      related Mortgage Loan (and if the Advance was made with respect to a
      Co-Lender Loan, out of such amounts collected on or in respect of the
      related Companion Loan(s)) and REO Loan, during the Collection Period
      in which such Advance is reimbursed (the use of such late payment
      charges and Penalty Interest to be allocated between the Master
      Servicer and the Special Servicer on a pro rata basis based on the
      amount of late payment charges and Penalty Interest that the Master
      Servicer and the Special Servicer have received as additional servicing
      compensation during such period), and (B) to the extent that the late
      payment charges and Penalty Interest described in the immediately
      preceding clause (A) are insufficient, but only at the same time or
      after such Advance has been reimbursed, out of general collections on
      the Mortgage Loans, Companion Loans and any REO Properties on deposit
      in the Certificate Account;

               (x)      to pay for costs and expenses incurred by the Trust Fund
      pursuant to the first sentence of Section 3.12(a) or, pursuant to
      Section 3.12, as to any Mortgage Loan that is a Specially Serviced
      Mortgage Loan;

               (xi)     to pay itself, as additional servicing compensation
      in accordance with Section 3.11(b), (A) interest and investment income
      earned in respect of amounts held in the Certificate Account as
      provided in Section 3.06(b), but only to the extent of the Net
      Investment Earnings with respect to the Certificate Account for any
      Collection Period; (B) any Prepayment Interest Excesses, and (C)
      Penalty Interest and late payment charges on Mortgage Loans that are
      not Specially Serviced Mortgage Loans (to the extent such Penalty
      Interest and/or late payment charges were not applied to offset
      interest on Advances pursuant to Section 3.05(a)(ix)(A) or Additional
      Trust Fund Expenses pursuant to Section 3.11(b) or inspection expenses
      pursuant to Section 3.12(a));

               (xii)    to pay to the Special Servicer, as additional
      servicing compensation in accordance with Section 3.11(d) (to the
      extent such Penalty Interest and/or late payment charges were not
      applied to offset interest on Advances pursuant to clause (ix)(A) of
      this Section or Additional Trust Fund Expenses pursuant to
      Section 3.11(d) or inspection expenses pursuant to Section 3.12(a));

               (xiii)   to pay for the cost of an independent appraiser or
      other expert in real estate matters retained pursuant to
      Section 3.03(e), 3.09(a), 3.18(b), 4.03(c) or 9.01;

               (xiv)    to pay itself, the Special Servicer, the Depositor,
      or any of their respective directors, officers, members, managers,
      employees and agents, as the case may be, any amounts payable to any
      such Person pursuant to Section 6.03;

               (xv)     to pay for (A) the advice of counsel and tax
      accountants contemplated by Section 3.17(a)(iii), (B) the cost of the
      Opinions of Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and
      11.02(a), (C) the cost of an Opinion of Counsel contemplated by
      Section 11.01(a) or 11.01(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 (D) the cost of recording this Agreement in
      accordance with Section 11.02(a);

               (xvi)    to pay itself, the Special Servicer, any of the
      Mortgage Loan Sellers, the Majority Subordinate Certificateholder, a
      Companion Holder, a mezzanine lender 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;

               (xvii)   to withdraw any Interest Reserve Amount and remit
      such Interest Reserve Amount to the Trustee for deposit into the
      Interest Reserve Account pursuant to Section 3.04(c);

               (xviii)  to remit to the Trustee for deposit into the
      Additional Interest Account the amounts required to be deposited
      pursuant to Section 3.04(d);

               (xix)    to remit to the Paying Agent for deposit into the
      Distribution Account the amounts required to be deposited pursuant to
      Section 3.04(b);

               (xx)     to remit to the Companion Paying Agent for deposit
      into the Companion Distribution Account the amounts required to be
      deposited pursuant to Section 3.04(b);

               (xxi)    to pay the cost of any Environmental Assessment or
      any remedial, corrective or other action pursuant to Section 3.09(c);

               (xxii)   to withdraw any amounts deposited in error;

               (xxiii)  to withdraw any other amounts that this Agreement
      expressly provides may be withdrawn from the Certificate Account; and

               (xxiv)   to clear and terminate the Certificate 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 Certificate Account pursuant to clauses (ii)-(xxiv)
above.  Upon request, the Master Servicer shall provide to the Trustee such
records and any other information in the possession of the Master Servicer to
enable the Trustee to determine the amounts attributable to REMIC I (with
respect to the Mortgage Loans) and the Companion Loans.  The Master Servicer
shall, to the extent permitted by the terms of the related Intercreditor
Agreement, make claims for reimbursement from the related Companion Holder in
connection with related Servicing Advances and interest thereon and other
related expenses so as to minimize the total amount of withdrawals on the
Certificate Account for such items.  Nothing in the foregoing sentence shall
limit the Master Servicer's rights to be reimbursed for claims relating to
the Companion Loans that are reimbursable claims pursuant to the terms of
this Agreement.  Notwithstanding anything in this Section 3.05(a) to the
contrary, in no event shall the Master Servicer withdraw from funds on
deposit in the Certificate Account any amount to be applied to, or to provide
reimbursement for, any amounts referenced in this Section 3.05(a) (other than
amounts referenced in clause (xx)) which relate to any Companion Loan to the
extent the related Co-Lender Loan has been paid in full in a prior Collection
Period.  For the avoidance of doubt, in no event shall the Master Servicer
withdraw from funds on deposit in the Certificate Account any amounts
allocable to the Hyatt Center Pari Passu Companion Loan (other than Penalty
Interest and late payment charges) to be applied to, or to provide
reimbursement for, any costs, expenses, indemnities, losses or liabilities
relating or allocable to any Mortgage Loan or Companion Loan other than the
Hyatt Center Pari Passu Companion Loan or the 2005-C22 Serviced Mortgage Loan.

            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 Certificate Account amounts permitted to be paid to the
Special Servicer (or to such third party contractors) or the Trustee
therefrom promptly upon receipt of a certificate 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
contractors) or the Trustee is entitled.  The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein.  With respect to any reimbursement to be made
hereunder to the 2005-C22 Master Servicer or the 2005-C22 Special Servicer in
respect of any Advance (as defined in the 2005-C22 Pooling and Servicing
Agreement) made by such parties subsequently determined to be a
nonrecoverable advance pursuant to the terms of the 2005-C22 Pooling and
Servicing Agreement, the Master Servicer may conclusively rely on a written
statement from such party delivered to the Master Servicer that such Advance
(as defined in the 2005-C22 Pooling and Servicing Agreement) is a
nonrecoverable advance under the terms of the 2005-C22 Pooling and Servicing
Agreement.  The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Mortgage Loan and REO Property, on a loan-by-loan
and property-by-property basis, for the purpose of justifying any request for
withdrawal from the Certificate Account.  With respect to each Mortgage Loan
or Companion Loan for which it makes an Advance, the Trustee shall similarly
keep and maintain separate accounting for each Mortgage Loan or Companion
Loan, on a loan-by-loan and property-by-property basis, for the purpose of
justifying any request for withdrawal from the Certificate Account for
reimbursements of Advances or interest thereon.

            Upon the determination that a previously made Advance is a
Nonrecoverable Advance, instead of obtaining reimbursement out of general
collections immediately, the Master Servicer or the Trustee, as applicable,
may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Advance over time (not to exceed twelve (12) months or such
longer period of time as agreed to by the Master Servicer or the Trustee, as
applicable, and the Controlling Class Representative, each in its sole
discretion, 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, the Master Servicer, the Special Servicer or the
Trustee, as applicable, may, in its sole discretion and subject to the
immediately following paragraph, decide to obtain reimbursement immediately.
The fact that a decision to recover such Nonrecoverable Advances over time,
or not to do so, benefits some Classes of Certificateholders to the detriment
of other Classes shall not, with respect to the Master Servicer, constitute a
violation of the Servicing Standard and/or with respect to the Trustee,
constitute a violation of any fiduciary duty to Certificateholders or
contractual duty hereunder.

            The Master Servicer or the Trustee, as applicable, shall give
Moody's and S&P at least 15 days notice prior to any reimbursement to it of
Nonrecoverable Advances from amounts in the Certificate Account allocable to
interest on the Mortgage Loans unless (1) the Master Servicer or the Trustee,
as applicable, determines in its sole discretion that waiting 15 days after
such a notice could jeopardize the Master Servicer's or the Trustee's
ability, as applicable, to recover such Nonrecoverable Advances, (2) changed
circumstances or new or different information becomes known to the Master
Servicer or the Trustee, as applicable, 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 or the
Trustee, as applicable, shall give Moody's and S&P notice of an anticipated
reimbursement to it of Nonrecoverable Advances from amounts in the
Certificate Account or Distribution Account, as applicable, allocable to
interest on the Mortgage Loans as soon as reasonably practicable in such
circumstances.  The Master Servicer and the Trustee, as applicable, shall
have no liability for any loss, liability or expense resulting from any
notice provided to Moody's and S&P contemplated by the immediately preceding
sentence.

            If the Master Servicer or the Trustee, as applicable, is
reimbursed out of general collections for any unreimbursed Advances that are
determined to be Nonrecoverable Advances (together with any interest accrued
and payable thereon), then (for purposes of calculating distributions on the
Certificates) such reimbursement and payment of interest shall be deemed to
have been made: first, out of the Principal Distribution Amount, which, but
for its 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 second, out of other amounts which, 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.  If and to the extent that any payment is
deemed to be applied in accordance with clause first above to reimburse a
Nonrecoverable Advance or to pay interest thereon, then the Principal
Distribution Amount for such Distribution Date shall be reduced, to not less
than zero, by the amount of such reimbursement.  If and to the extent (i) any
Advance is determined to be a Nonrecoverable Advance, (ii) such Advance
and/or interest thereon is reimbursed out of the Principal Distribution
Amount as contemplated by clause first above and (iii) the particular item
for which such Advance was originally made is subsequently collected out of
payments or other collections in respect of the related Mortgage Loan, then
the Principal Distribution Amount for the Distribution Date that corresponds
to the Collection Period in which such item was recovered shall be increased
by an amount equal to the lesser of (A) the amount of such item and (B) any
previous reduction in the Principal Distribution Amount for a prior
Distribution Date pursuant to clause first above resulting from the
reimbursement of the subject Advance and/or the payment of interest thereon.

            (b)   The Paying Agent may, from time to time, make withdrawals
from the Distribution Account for any of the following purposes (in no
particular order of priority):

               (i)      to make deemed distributions to itself as holder of the
      REMIC I Regular Interests and to make distributions to
      Certificateholders on each Distribution Date, pursuant to Sections 4.01
      and 9.01, as applicable;

               (ii)     to pay the Trustee or any of its directors, officers,
      employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person pursuant to Section 8.05;

               (iii)    to pay the Trustee the Trustee Fee as contemplated by
      Section 8.05(a) hereof with respect to each Mortgage Loan and REO Loan
      and to pay the Trustee, as additional compensation, interest and
      investment income, if any, earned in respect of amounts held in the
      Distribution Account as provided in Section 3.06, but only to the
      extent of the Net Investment Earnings with respect to such account for
      the related Distribution Date;

               (iv)     to pay for the cost of the Opinions of Counsel sought
      by the Trustee (A) as provided in clause (v) of the definition of
      "Disqualified Organization", (B) as contemplated by Section 3.20(d),
      9.02(a) and 10.01(h), or (C) as contemplated by Section 11.01(a) or
      11.01(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; provided that a portion of such costs
      shall be allocated pursuant to the 2005-C22 Pooling and Servicing
      Agreement and the Hyatt Center Intercreditor Agreement if such costs
      relate to the Hyatt Center Whole Loan;

               (v)      to pay any and all federal, state and local taxes
      imposed on REMIC I or REMIC II or on the assets or transactions of either
      such REMIC, together with all incidental costs and expenses, to the extent
      none of the Trustee, the REMIC Administrator, the Master Servicer or the
      Special Servicer is liable therefor pursuant to Section 10.01(i); provided
      that a portion of such amounts shall be allocated pursuant to the 2005-C22
      Pooling and Servicing Agreement and the Hyatt Center Intercreditor
      Agreement if such costs relate to the Hyatt Center Whole Loan;

               (vi)     to pay the REMIC Administrator any amounts
      reimbursable to it pursuant to Section 10.01(e); provided that a
      portion of such amounts shall be allocated pursuant to the 2005-C22
      Pooling and Servicing Agreement and the Hyatt Center Intercreditor
      Agreement if such costs relate to the Hyatt Center Whole Loan;

               (vii)    to pay to the Master Servicer any amounts deposited
      by the Master Servicer in the Distribution Account not required to be
      deposited therein; and

               (viii)   to clear and terminate the Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

            Taxes imposed on REMIC I or REMIC II shall be allocated to the
related REMIC.

            (c)   The Companion Paying Agent may, from time to time, make
withdrawals from the Companion Distribution Account as contemplated by
Section 4.01(l).

            (d)   The Trustee shall on each P&I Advance Date to occur in
March of each year, and in the event the final Distribution Date occurs in
February or, if such year is not a leap year, in January, on the P&I Advance
Date to occur in such February or January, withdraw from the Interest Reserve
Account and deposit into the Distribution Account in respect of each Interest
Reserve Loan, an amount equal to the aggregate of the Interest Reserve
Amounts deposited into the Interest Reserve Account pursuant to
Section 3.04(c) during the immediately preceding Collection Period and, if
applicable, the second preceding Collection Period and, if applicable, the
related Collection Period.

            (e)   The Paying Agent shall, on any Distribution Date, make
withdrawals from the Additional Interest Account to the extent required to
make the distributions of Additional Interest required by Section 4.01(b).

            (f)   In the event that servicing advances have been made with
respect to the 2005-C22 Serviced Mortgage Loan under the 2005-C22  Pooling
and Servicing Agreement by the 2005-C22 Master Servicer, and in accordance
with the 2005-C22 Pooling and Servicing Agreement, if 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-C22 Pooling and Servicing Agreement, from general collections on all
Mortgage Loans in the Certificate Account (up to, with respect to a servicing
advance, the 2005-C22 Serviced Mortgage Loan's pro rata share of such
advance, or if the amount of such pro rata share, together with amounts
available from collections in the certificate account created under the
2005-C22 Pooling and Servicing Agreement, is insufficient to reimburse the
party that made such advance, then up to the full amount of such advance made
on the 2005-C22 Serviced Mortgage Loan and interest thereon).

            (g)   The Paying Agent shall, on any Distribution Date, make
withdrawals from the Gain-On-Sale Reserve Account as contemplated by
Section 4.01(m).

            Section 3.06      Investment of Funds in the Servicing Accounts,
Reserve Accounts, Certificate Account, Interest Reserve Account, Distribution
Account, Companion Distribution Account, Additional Interest Account,
Gain-on-Sale Reserve Account and REO Account.

            (a)   The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account or the
Certificate Account (each, for purposes of this Section 3.06, an "Investment
Account"); the Companion Paying Agent may direct in writing any depository
institution maintaining the Companion Distribution Account (also, for
purposes of this Section 3.06, an "Investment Account"); the Special Servicer
may direct in writing any depository institution maintaining the REO Account
(also, for purposes of this Section 3.06, an "Investment Account"); and the
Trustee may direct in writing any depository institution maintaining the
Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve
Account or the Additional Interest Account (also, for purposes of this
Section 3.06, an "Investment Account") to invest, or if it is such depository
institution, may itself invest, the funds held therein only in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, 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.  Funds held in the
Distribution Account, the Companion Distribution Account, the Additional
Interest Account, the Interest Reserve Account and the Gain-on-Sale Reserve
Account may remain uninvested.  In the event that the Master Servicer shall
have failed to give investment directions for any Servicing Account, any
Reserve Account or the Certificate Account (exclusive of any accounts as are
held by the Master Servicer) or the Special Servicer shall have failed to
give investment directions for the REO Account by 11:00 a.m. New York time on
any Business Day on which there may be uninvested cash, such funds held in
the REO Account shall be invested in securities described in clause (i) of
the definition of the term "Permitted Investments"; and such funds held in
such other accounts shall be invested in securities described in clause
(v) of such definition.  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).
The Master Servicer on behalf of the Trustee for the benefit of
Certificateholders (with respect to Permitted Investments of amounts in the
Servicing Accounts, the Reserve Accounts or the Certificate Account), the
Special Servicer on behalf of the Trustee for the benefit of
Certificateholders (with respect to Permitted Investments of amounts in the
REO Account) and the Trustee (with respect to Permitted Investments of
amounts in the Distribution Account, the Gain-on-Sale Reserve Account, the
Interest Reserve Account or the Additional Interest Account) for the benefit
of the Certificateholders, and the Companion Paying Agent with respect to the
Companion Distribution Account, shall (and the Trustee hereby designates the
Master Servicer and the Special Servicer, with respect to any Investment
Account maintained by them, and itself, with respect to the Distribution
Account, the Additional Interest Account, the Interest Reserve Account and
the Gain-on-Sale Reserve Account, as applicable, as the Person that shall)
maintain continuous possession of any Permitted Investment that is either
(i) a "certificated security", as such term is defined in the UCC, or
(ii) other property in which a secured party may perfect its security
interest by possession under the UCC or any other applicable law.  Possession
of any such Permitted Investment by the Master Servicer, the Special Servicer
or the Trustee shall constitute possession by the Trustee, as secured party,
for purposes of Section 9-313 of the UCC and any other applicable law.  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 Certificate Account, Servicing Accounts and Reserve Accounts), the
Special Servicer (in the case of the REO Account), the Trustee (with respect
to Permitted Investments of amounts in the Distribution Account, the
Gain-on-Sale Reserve Account, the Interest Reserve Account and the Additional
Interest Account) or the Companion Paying Agent with respect to the Companion
Distribution Account, 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 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, the Special Servicer or the Trustee, 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 or the
Certificate Account, interest and investment income realized on funds
deposited therein, to the extent of the related Net Investment Earnings, if
any, for each Collection Period and, in the case of a Reserve Account or a
Servicing Account, to the extent not otherwise payable to the related
Mortgagor in accordance with applicable law or the related Mortgage 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(f) or 3.05(a), as applicable.  Whether or not the Special Servicer
directs the investment of funds in the REO Account, interest and investment
income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, 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 3.16(b).  Whether or not the
Trustee directs the investment of funds in the Distribution Account, the
Interest Reserve Account, the Additional Interest Account or the Gain-on-Sale
Reserve Account, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for each
related Distribution Date, shall be for the sole and exclusive benefit of the
Trustee and shall be subject to its (or the Paying Agent's on its behalf)
withdrawal in accordance with Section 3.05(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 the Servicing Accounts, the Reserve
Accounts and the Certificate Account, excluding any accounts containing
amounts invested solely for the benefit of, and at the direction of, the
Mortgagor under the terms of the Mortgage Loan or applicable law), the
Companion Paying Agent (in the case of the Companion Distribution Account),
the Special Servicer (in the case of the REO Account) and the Trustee (with
respect to Permitted Investments of amounts in the Distribution Account, the
Additional Interest Account, the Interest Reserve Account and the
Gain-on-Sale Reserve Account) shall promptly deposit therein from its own
funds, without right of reimbursement, no later than, in the case of the
Master Servicer and Special Servicer, the end of the Collection Period during
which such loss was incurred and in the case of the Trustee, no later than
12:00 noon, New York City time, on the Distribution Date, the amount of the
Net Investment Loss, if any, for such Collection Period or on such
Distribution Date; provided that none of the Master Servicer, the Special
Servicer or the Trustee shall be required to deposit any loss on an
investment of funds in an Investment Account if such loss is incurred solely
as a result of the insolvency of the federal or state chartered depository
institution or trust company that holds such Investment Account, so long as
such depository institution or trust company satisfied the qualifications set
forth in the definition of Eligible Account at the time such investment was
made.

            (c)   Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under
any Permitted Investment and the Trustee, the Special Servicer or the Master
Servicer fails to deposit any losses with respect to such Permitted
Investment pursuant to Section 3.06(b), the Trustee may (or, in the event of
a default by the Trustee, the Master Servicer or Special Servicer shall) and,
subject to Section 8.02, upon the request of Holders of Certificates entitled
to not less than 25% of the Voting Rights allocated to any Class, shall take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.

            (d)   Notwithstanding the investment of funds held in any
Investment Account, for purposes of the calculations hereunder, including,
without limitation, the calculation of the Available Distribution 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.

            (a)   The Master Servicer (with respect to Mortgage Loans and
Companion Loans to the extent that the Trust Fund has an insurable interest,
but other than with respect to the 2005-C22 Serviced Mortgage Loan and its
related Companion Loan) and the Special Servicer (with respect to REO
Properties to the extent that the Trust Fund has an insurable interest)
shall, consistent with the Servicing Standard, cause to be maintained for
each Mortgaged Property all insurance coverage as is required under the
related Mortgage; 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 shall exercise such discretion in a
manner consistent with the Servicing Standard; provided, further, if and to
the extent that a Mortgage so permits, the related Mortgagor shall be
required to exercise its reasonable best efforts to obtain the required
insurance coverage from Qualified Insurers and required insurance coverage
obtained by the Master Servicer shall be from Qualified Insurers.  REO
Property with respect to the 2005-C22 Serviced Mortgage Loan is excluded for
all purposes from this Section 3.07.  The cost of any such insurance coverage
obtained by either the Master Servicer or the Special Servicer shall be a
Servicing Advance to be paid by the Master Servicer pursuant to
Section 3.03.  Whether or not the applicable Mortgage Loan documents require
such insurance, the Majority Subordinate Certificateholder may request that
earthquake insurance be secured for one or more Mortgaged Properties at the
expense of the Majority Subordinate Certificateholder.  Subject to
Section 3.17(a), the Special Servicer 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; provided that all such insurance
shall be obtained from Qualified Insurers.  All such insurance policies
maintained by the Master Servicer or the Special Servicer (i) 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 Trustee or
the Master Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of Mortgage Loans); (ii) shall be in the name of the
Special Servicer (in the case of insurance maintained in respect of REO
Properties), on behalf of the Trustee; (iii) shall be non-cancelable without
30 days' prior written notice to the insured party; (iv) shall include
coverage in an amount not less than the lesser of (x) the full replacement
cost of the improvements securing a Mortgaged Property or REO Property, as
applicable, or (y) the outstanding principal balance owing on the related
Mortgage Loan or REO Loan, as applicable, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions; (v) shall
include a replacement cost endorsement providing no deduction for
depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents); (vi) shall include such other insurance, including,
to the extent available at commercially reasonable rates, earthquake
insurance, where applicable, as required under the applicable Mortgage or
other Mortgage Loan document; and (vii) in each case such insurance shall be
issued by an insurer authorized under applicable law to issue such
insurance.  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 Certificate Account, subject to
withdrawal pursuant to Section 3.05(a), in the case of amounts received in
respect of a Mortgage Loan or Companion Loan, or in the REO Account, subject
to withdrawal pursuant to Section 3.16(c), 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 shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or
Companion Loans so permit.

            Notwithstanding the foregoing, the Master Servicer or Special
Servicer, as applicable, will not be required to maintain (and in the case of
the Special Servicer, with respect to any Specially Serviced Mortgage Loan),
and shall not cause a Mortgagor to be in default with respect to the failure
of the related Mortgagor to obtain, all-risk casualty insurance which does
not contain any carve-out for terrorist or similar acts, if and only if the
Master Servicer with respect to non-Specially Serviced Mortgage Loans or the
Special Servicer with respect to Specially Serviced Mortgage Loans, in
consultation with the Controlling Class Representative, and, with respect to
each Co-Lender Loan (other than the 2005-C22 Serviced Mortgage Loan), in
consultation with the related Companion Holder if required under the
applicable Intercreditor Agreement, has determined in accordance with the
Servicing Standard that either (a) such insurance is not available at any
rate or (b) such insurance is not available at commercially reasonably rates
and that such hazards are not at the time commonly insured against for
properties similar to the Mortgaged Property and located in or around the
region in which such Mortgaged Property is located and the Controlling Class
Representative has approved the decision not to require the borrower to
maintain terrorism insurance (provided that the decision of the Controlling
Class Representative to grant or withhold such consent shall be disregarded
by the Special Servicer if such consent or lack of consent would cause the
Master Servicer or the Special Servicer, as applicable, to violate the
Servicing Standard); provided, however, the Controlling Class
Representative's approval shall be deemed to have been given if it has not
responded within five Business Days of receipt of the Master Servicer's or
the Special Servicer's written recommendation and the information upon which
such recommendation is based; provided, further, that upon the Master
Servicer's or the Special Servicer's determination, as applicable, consistent
with the Servicing Standard, that exigent circumstances do not allow the
Master Servicer or the Special Servicer to consult with the Controlling Class
Representative or Companion Holder, if applicable, the Master Servicer or the
Special Servicer, as applicable, shall not be required to do so.

            (b)   If the Master Servicer or the Special Servicer shall obtain
and maintain, or cause to be obtained and maintained, a blanket policy
insuring against hazard losses on all of the Mortgage Loans, Companion 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 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 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 a 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
policy, promptly deposit into the Certificate Account from its own funds the
amount not otherwise payable under the blanket policy because of such
deductible clause.  The Master Servicer or the Special Servicer, as
appropriate, shall prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy in a timely fashion
in accordance with the terms of such policy.

            (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 Mortgage Loans or REO Properties are part of the Trust
Fund) keep in force a fidelity bond with Qualified Insurers, such fidelity
bond to be in such form and amount as would permit it to be a qualified FNMA
or FHLMC, whichever is greater, seller-servicer of multifamily mortgage
loans, or in such other form and amount as would not cause the qualification,
downgrading or withdrawal of any rating assigned by any Rating Agency to the
Certificates (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.  Such fidelity bond shall provide for ten days' written notice
to the Trustee prior to any cancellation.

            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 Mortgage Loans and/or REO Properties exist as part of the Trust
Fund) also keep in force with Qualified Insurers, 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 FNMA seller-servicer of multifamily mortgage
loans, or in such other form and amount as would not cause the qualification,
downgrade or withdrawal of any rating assigned by any Rating Agency to the
Certificates (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.
Any such errors and omissions policy shall provide for ten days' written
notice to the Trustee prior to cancellation.  The Master Servicer and the
Special Servicer shall each cause the Trustee to be an additional loss payee
on any policy currently in place or procured pursuant to the requirements of
this Section 3.07(c).

            For so long as the long-term debt obligations of the Master
Servicer or Special Servicer, as the case may be (or in the case of the
initial Master Servicer and Special Servicer, their respective direct or
indirect parent), are rated at least "A" or the equivalent by all of the
Rating Agencies (or such lower rating as will not result in qualification,
downgrading or withdrawal of the ratings then assigned to the Certificates,
as evidenced in writing by the Rating Agencies), such Person may self-insure
with respect to the risks described in this subsection.

            Section 3.08      Enforcement of Alienation Clauses.

            (a)   Upon receipt of any request of a waiver in respect of a
due-on-sale or due-on-encumbrance provision, the Master Servicer, with
respect to Mortgage Loans (other than the 2005-C22 Serviced Mortgage Loan)
that are not Specially Serviced Mortgage Loans, and the Special Servicer,
with respect to Specially Serviced Mortgage Loans, shall promptly analyze
such waiver, including the preparation of written materials in connection
with such analysis, and will close the related transaction, subject to the
consent rights (if any) of each Companion Holder pursuant to the related
Intercreditor Agreement as provided in this Section 3.08.  With respect to
all Mortgage Loans other than Specially Serviced Mortgage Loans and the
2005-C22 Serviced Mortgage Loan, the Master Servicer or, in the case of
Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the
Trustee as the mortgagee of record, shall, to the extent permitted by
applicable law, enforce the restrictions contained in the related Mortgage on
transfers or further encumbrances of the related Mortgaged Property and on
transfers of interests in the related Mortgagor, unless following its receipt
of a request of a waiver in respect of a due-on-sale or due-on-encumbrance
provision the Master Servicer (with the written consent of the Special
Servicer, which consent shall be deemed given if not denied within the later
of (a) 15 Business Days after the Special Servicer's receipt of the written
recommendation of the Master Servicer for such action and any additional
information the Special Servicer may reasonably request for the analysis of
such request (such recommendation and information may be delivered in an
electronic format reasonably acceptable to the Master Servicer and the
Special Servicer) and (b) five (5) Business Days after the Controlling Class
Representative's receipt of the written recommendation of the Special
Servicer for such action and any additional information the Controlling Class
Representative may reasonably request for the analysis of such request, which
notice shall be given by the Special Servicer no later than 10 Business Days
after the commencement of the 15 Business Day period described in the
preceding clause (a)) or the Special Servicer (with the written consent of
the Controlling Class Representative, which consent shall be deemed given if
not denied within five Business Days after the Controlling Class
Representative's receipt of the written recommendation of the Special
Servicer for such action and any additional information the Controlling Class
Representative may reasonably request for the analysis of such request), as
applicable, has determined, consistent with the Servicing Standard, that the
waiver of such restrictions would be in accordance with the Servicing
Standard.  Promptly after the Master Servicer (with the written consent of
the Special Servicer to the extent required in the preceding sentence) or the
Special Servicer (with the written consent of the Controlling Class
Representative to the extent required in the preceding sentence), as
applicable, has made any such determination, the Master Servicer or the
Special Servicer shall deliver to the Trustee, the Rating Agencies and each
other party hereto an Officer's Certificate setting forth the basis for such
determination.  Neither the Master Servicer nor the Special Servicer shall
exercise (and the Special Servicer shall not consent to) any such waiver in
respect of a due-on-encumbrance provision of any Mortgage Loan (i) with
respect to which the aggregate of the Stated Principal Balance of such
Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans
that are cross-collateralized, cross-defaulted or have been made to
Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are one of
the ten largest Mortgage Loans or concentrations of Mortgage Loans, as of the
date of such waiver request, without receiving prior written confirmation
from S&P and Moody's that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned to the Certificates
or (ii) with respect to which (a) the aggregate of the Stated Principal
Balance of such Mortgage Loan and the Stated Principal Balance of all other
Mortgage Loans that are cross-collateralized, cross-defaulted or have been
made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is
equal to or in excess of $20,000,000, (b) the aggregate of the Stated
Principal Balance of such Mortgage Loan and the Stated Principal Balance of
all other Mortgage Loans that are cross-collateralized, cross-defaulted or
have been made to Mortgagors affiliated with the Mortgagor on such Mortgage
Loan, are greater than 2% of the aggregate Stated Principal Balance of all
Mortgage Loans, (c) such Mortgage Loan is one of the ten largest Mortgage
Loans as of the date of the waiver (by Stated Principal Balance), or (d) such
Mortgage Loan has a Loan-to-Value Ratio (calculated to include the additional
indebtedness secured by any encumbrance) that is equal to or greater than 85%
and a Debt Service Coverage Ratio (calculated to include the additional debt
from any encumbrance) of 1.2x or less, without receiving a prior written
confirmation from S&P that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned to the
Certificates.  With respect to a waiver of a due-on-sale provision, neither
the Master Servicer nor the Special Servicer shall waive any such restriction
without receiving prior written confirmation from Moody's and S&P that such
action would not result in a downgrading, qualification or withdrawal of the
ratings then assigned to the Certificates; provided that, if the Mortgage
Loan (a) does not have an aggregate Stated Principal Balance (including the
Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors
affiliated with the Mortgagor on such Mortgage Loan) equal to or in excess of
$35,000,000 (or $25,000,000 with respect to Moody's), (b) does not have an
aggregate Stated Principal Balance (including the Stated Principal Balance of
all other Mortgage Loans that are cross-collateralized, cross-defaulted or
have been made to Mortgagors affiliated with the Mortgagor on such Mortgage
Loan) greater than 5% of the aggregate Stated Principal Balance of all
Mortgage Loans or (c) is not one of the ten largest Mortgage Loans as of the
date of the waiver (by Stated Principal Balance), the Master Servicer or the
Special Servicer, as applicable, may waive such requirement without
confirmation by S&P in accordance with the Servicing Standard; provided,
further, that, if the Mortgage Loan does not meet the criteria set forth in
clause (ii) of the immediately preceding sentence, the Master Servicer or
Special Servicer, as applicable, may waive such requirement without approval
by S&P or Moody's in accordance with the Servicing Standard; provided,
further, that, if the Mortgage Loan is not one of the ten largest Mortgage
Loans (by Stated Principal Balance, including all other Mortgage Loans that
are cross-collateralized and cross-defaulted with such Mortgage Loan) as of
the date of the waiver, the Master Servicer or Special Servicer, as
applicable, may waive such requirement without approval by Fitch in
accordance with the Servicing Standard.  With respect to each Co-Lender Loan,
no waiver of a due-on-sale or due-on-encumbrance provision will be effective
unless the Master Servicer or Special Servicer, as applicable, first consults
with the related Subordinate Companion Holder if required under the
applicable Intercreditor Agreement.  Notwithstanding anything contrary in
this Section 3.08(a) and solely with respect to the Highland and Lodge Pool
Loan, although consent of the Master Servicer is required, neither the
consent of the Special Servicer nor the applicable Rating Agencies shall not
be required with respect to an initial syndication of up to a total of
$11,500,000 of the various Mortgagor's equity interests.  The Special
Servicer and the Rating Agencies shall be notified upon the completion of any
such syndication.

            (b)   Notwithstanding any other provisions of this Section 3.08,
the Master Servicer (with respect to Mortgage Loans other than Specially
Serviced Mortgage Loans and the 2005-C22 Serviced Mortgage Loan) (without the
Special Servicer's consent) or the Special Servicer (with respect to
Specially Serviced Mortgage Loans) may grant, without any Rating Agency
confirmation as provided in paragraph (a) above, a Mortgagor's request for
consent to subject the related Mortgaged Property to an easement or
right-of-way for utilities, access, parking, public improvements or another
purpose, and may consent to subordination of the related Mortgage Loan to
such easement or right-of-way provided the Master Servicer or the Special
Servicer, as applicable, shall have determined in accordance with the
Servicing Standard that such easement or right-of-way shall not materially
interfere with the then-current use of the related Mortgaged Property, or the
security intended to be provided by such Mortgage, the related Mortgagor's
ability to repay the Mortgage Loan, or materially or adversely affect the
value of such Mortgaged Property or cause the Mortgage Loan to cease to be a
"qualified mortgage" for REMIC purposes.

            (c)   Within ninety (90) days of the Closing Date, with respect
to each of the Mortgage Loans (other than the 2005-C22 Serviced Mortgage
Loan) covered by an environmental insurance policy, if any, the Master
Servicer shall notify the insurer under such environmental insurance policy
and take all other action necessary for the Trustee, on behalf of the
Certificateholders, to be an insured (and for the Master Servicer, on behalf
of the Trust Fund, to make claims) under such environmental insurance
policy.  In the event that the Master Servicer has actual knowledge of any
event (an "Insured Environmental Event") giving rise to a claim under any
environmental insurance policy in respect of any Mortgage Loan covered
thereby, the Master Servicer shall, in accordance with the terms of such
environmental insurance policy and the Servicing Standard, timely make a
claim thereunder with the appropriate insurer and shall take such other
actions in accordance with the Servicing Standard which are necessary under
such environmental insurance policy in order to realize the full value
thereof for the benefit of the Certificateholders.  Any legal fees, premiums
or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with any such claim under an environmental insurance
policy shall be paid by the Master Servicer and shall be reimbursable to it
as a Servicing Advance.  With respect to each environmental insurance policy
that relates to one or more Mortgage Loans (other than the 2005-C22 Serviced
Mortgage Loan), the Master Servicer shall review and familiarize itself with
the terms and conditions relating to enforcement of claims and shall monitor
the dates by which any claim must be made or any action must be taken under
such policy to realize the full value thereof for the benefit of the
Certificateholders in the event the Master Servicer has actual knowledge of
an Insured Environmental Event giving rise to a claim under such policy.

            In the event that the Master Servicer receives notice of any
termination of any environmental insurance policy that relates to one or more
Mortgage Loans (other than the 2005-C22 Serviced Mortgage Loan), the Master
Servicer shall, within five Business Days after receipt of such notice,
notify the Special Servicer, the Controlling Class Representative, the
related Companion Holder (in the case of a Co-Lender Loan), the Rating
Agencies and the Trustee of such termination in writing.  Upon receipt of
such notice, the Master Servicer with respect to non-Specially Serviced
Mortgage Loans (other than the 2005-C22 Serviced Mortgage Loan), and the
Special Servicer with respect to Specially Serviced Mortgage Loans, shall
address such termination in accordance with Section 3.07(a) in the same
manner as it would the termination of any other Insurance Policy required
under the related Mortgage Loan documents.  Any legal fees, premiums or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with a resolution of such termination of an environmental
insurance policy shall be paid by the Master Servicer and shall be
reimbursable to it as a Servicing Advance.

            (d)   For the avoidance of doubt, any servicing obligation set
forth under this Section 3.08 of the Master Servicer or Special Servicer, as
applicable, for any Co-Lender Loan shall also apply to the related Companion
Loan.

            Section 3.09      Realization Upon Defaulted Mortgage Loans;
Required Appraisals.

            (a)   The Special Servicer shall, subject to Sections
3.09(b) through 3.09(d) and Section 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 Mortgage
Loans or Companion Loans (other than the 2005-C22 Serviced Mortgage Loan and
its related Companion Loan) as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments, including, without limitation, pursuant to Section 3.20.  Subject
to the second paragraph of Section 3.03(c), the Master Servicer shall advance
all costs and expenses (other than costs or expenses that would, if incurred,
constitute a Nonrecoverable Servicing Advance) incurred by the Special
Servicer in any such proceedings, and shall be entitled to reimbursement
therefor as provided in Section 3.05(a).  Nothing contained in this
Section 3.09 shall be construed so as to require the Special Servicer, on
behalf of the Trust Fund, 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 accordance
with the Servicing Standard and in its reasonable and good faith judgment
taking into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Mortgage Loan or Companion Loan,
the occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a) and the
results of any appraisal obtained pursuant to the following sentence, all
such bids to be made in a manner consistent with the Servicing Standard.  If
and when the 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 Defaulted Mortgage Loan or defaulted Companion Loan,
whether for purposes of bidding at foreclosure or otherwise, it may, at the
expense of the Trust Fund, 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, as applicable, among other factors,
the period and amount of any delinquency on the affected Mortgage Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a), including
without limitation, any environmental, engineering or other third party
reports available, and other factors that a prudent real estate appraiser
would consider.

            With respect to each Required Appraisal Mortgage Loan (other than
the 2005-C22 Serviced Mortgage Loan), the Special Servicer will be required
to obtain a Required Appraisal (or with respect to any Mortgage Loan with an
outstanding principal balance less than $2,000,000, an internal valuation
performed by the Special Servicer) within 60 days of a Mortgage Loan becoming
a Required Appraisal Mortgage Loan (unless an appraisal meeting the
requirements of a Required Appraisal was obtained for such Required Appraisal
Mortgage Loan within the prior 12 months and the Special Servicer has no
actual knowledge of a material adverse change in the condition of the related
Mortgaged Property in which case such appraisal may be a letter update of the
Required Appraisal) and thereafter shall obtain a Required Appraisal (or with
respect to any Mortgage Loan with an outstanding principal balance less than
$2,000,000, and in lieu of an Appraisal, an internal valuation performed by
the Special Servicer) once every 12 months (or sooner if the Special Servicer
has actual knowledge of a material adverse change in the condition of the
related Mortgaged Property) if such Mortgage Loan remains a Required
Appraisal Mortgage Loan.  The Special Servicer will deliver a copy of each
Required Appraisal (or letter update or internal valuation) to the Master
Servicer, the Controlling Class Representative and the Trustee (and, if such
Required Appraisal Mortgage Loan is a Co-Lender Loan, to the related
Companion Holder) within 10 Business Days of obtaining such Required
Appraisal (or letter update or internal valuation).  Subject to the second
paragraph of Section 3.03(c), the Master Servicer shall advance the cost of
such Required Appraisal; provided, however, that such expense will be subject
to reimbursement to the Master Servicer as a Servicing Advance out of the
Certificate Account pursuant to Section 3.05(a)(vi) and 3.05(a)(vii).

            Notwithstanding the foregoing, in no event shall the Master
Servicer or the Special Servicer obtain an appraisal of a Companion Loan
pursuant to this Section 3.09(a) to the extent the related Co-Lender Loan has
been paid in full.

            (b)   The Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

               (i)      such personal property is incident to real property
      (within the meaning of Section 856(e)(1) of the Code) so acquired by the
      Special Servicer; or

               (ii)     the Special Servicer shall have obtained an Opinion
      of Counsel (the cost of which may be withdrawn from the Certificate
      Account pursuant to Section 3.05(a)) to the effect that the holding of
      such personal property as part of the Trust Fund (to the extent not
      allocable to a Companion Loan) will not cause the imposition of a tax
      on either of REMIC I or REMIC II under the REMIC Provisions or cause
      either of REMIC I or REMIC II 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 (which may include through a single member limited
liability company owned by the Trust), initiate foreclosure proceedings,
obtain title to a Mortgaged Property by 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, could, in the reasonable judgment of the Master Servicer
or the Special Servicer, as the case may be, made 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 (as evidenced by an Officer's
Certificate to such effect delivered to the Trustee that shall specify all of
the bases for such determination) the Special Servicer has previously
determined 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 and
performed 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 Controlling Class Representative and the Master Servicer), that:

               (i)      the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that it would maximize
      the recovery to the Certificateholders on a present value basis (the
      relevant discounting of anticipated collections that will be
      distributable to Certificateholders to be performed at the related Net
      Mortgage Rate) 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 maximize the recovery to the
      Certificateholders on a present value basis (the relevant discounting
      of anticipated collections that will be distributable to
      Certificateholders to be performed at the related Net Mortgage Rate) 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 undertake, in good faith, 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, as
well as the cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph
shall be at the expense of the Trust Fund (except to the extent that such
Additional Trust Fund Expense is payable out of the proceeds of any Companion
Loan pursuant to the related Intercreditor Agreement and this Agreement); and
if any such Environmental Assessment so warrants, the Special Servicer shall
perform such additional environmental testing as it deems necessary and
prudent to determine whether the conditions described in clauses (i) and
(ii) of the preceding paragraph have been satisfied, the cost of which shall
be at the expense of the Trust Fund.

            (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) thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan (other than the
2005-C22 Serviced Mortgage Loan) and there is no breach of a representation
or warranty requiring repurchase under the applicable Mortgage Loan Purchase
Agreement, the Special Servicer shall take such action as is in accordance
with the Servicing Standard (other than proceeding against the Mortgaged
Property) and, at such time as it deems appropriate, may, on behalf of the
Trustee, release all or a portion of such Mortgaged Property from the lien of
the related Mortgage; provided that, if such Mortgage Loan has a then
outstanding principal balance of greater than $1,000,000, then prior to the
release of all or a portion of the related Mortgaged Property from the lien
of the related Mortgage, (i) the Special Servicer shall have notified the
Rating Agencies, the Trustee, the Controlling Class Representative and the
Master Servicer in writing of its intention to so release all or a portion of
such Mortgaged Property and the bases for such intention, (ii) the Trustee
shall have notified the Certificateholders in writing of the Special
Servicer's intention to so release all or a portion of such Mortgaged
Property and (iii) the Holders of Certificates entitled to a majority of the
Voting Rights shall have consented to such release within 30 days of the
Trustee's distributing such notice (failure to respond by the end of such
30-day period being deemed consent).

            (e)   The Special Servicer shall report to the Master Servicer,
the Controlling Class Representative and the Trustee monthly in writing as to
any actions taken by the Special Servicer with respect to any Mortgaged
Property that represents security for a Defaulted Mortgage 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) 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 Mortgage Loan or Companion Loan permit such an action
and shall, in accordance with the Servicing Standard, seek such deficiency
judgment if it deems advisable.

            (g)   The Master Servicer shall, with the reasonable cooperation
of the Special Servicer, prepare and file information returns with respect to
reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to any Mortgaged Property securing a Mortgage
Loan (other than the 2005-C22 Serviced Mortgage Loan) and, if applicable,
Companion Loan required by Sections 6050J and 6050P of the Code and each year
deliver to the Trustee an Officer's Certificate stating that such reports
have been filed.  Such reports shall be in form and substance sufficient to
meet the reporting requirements imposed by Sections 6050J and 6050P of the
Code.

            (h)   The Special Servicer shall maintain accurate records,
prepared by a Servicing Officer, of each Final Recovery Determination in
respect of any Mortgage Loan, Companion Loan or REO Property (other than with
respect to the 2005-C22 Serviced Mortgage Loan) and the basis thereof.  Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
(together with the basis and back-up documentation for the determination)
delivered to the Trustee, the Controlling Class Representative and the Master
Servicer no later than the third Business Day following such Final Recovery
Determination.

            (i)   Upon reasonable request of the Master Servicer, the Special
Servicer shall deliver to it and the related Sub-Servicer any other
information and copies of any other documents in its possession with respect
to a Specially Serviced Mortgage Loan or the related Mortgaged Property.

            Section 3.10      Trustee and Custodian to Cooperate; Release of
Mortgage Files.

            (a)   Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full shall
be escrowed in a manner customary for such purposes, the Master Servicer
shall promptly notify the Trustee in writing, who shall release or cause the
related Custodian to release, 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 Certificate Account pursuant to Section 3.04(a) 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.  Upon receipt of such certification and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer and shall deliver to the Master Servicer
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 Certificate Account or the Distribution Account.

            (b)   If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan (including any related Companion Loan), the
Master Servicer or the Special Servicer shall otherwise require any Mortgage
File (or any portion thereof), 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
portion thereof) to the Master Servicer or the Special Servicer, as the case
may be.  Upon return of such Mortgage File (or portion thereof) to the
Trustee or related Custodian, or the delivery to the Trustee of a certificate
of a Servicing Officer of the Special Servicer stating that such Mortgage
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
Certificate Account pursuant to Section 3.04(a) have been or will be so
deposited, or that such Mortgage Loan has become an REO Property, a copy of
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 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,
subject to Section 3.01(b), execute and deliver in the name of the Trustee
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 REO Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) 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 or the Special Servicer.  Together with such
documents or pleadings, the Special Servicer shall deliver to the Trustee a
certificate of a Servicing Officer requesting that such pleadings or
documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery
thereof by the Trustee will not invalidate or otherwise affect the lien of
the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.

            Section 3.11      Servicing Compensation.

            (a)   As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect
to each Mortgage Loan (including each Specially Serviced Mortgage Loan) and
REO Loan.  No Master Servicing Fee shall be payable with respect to any
Companion Loan unless such fee is expressly set forth in the related
Intercreditor Agreement.  As to each such Mortgage Loan and REO Loan, the
Master Servicing Fee shall accrue at the related Master Servicing Fee Rate
and on the same principal amount respecting which the related interest
payment due on such Mortgage Loan or deemed to be due on such REO Loan is
computed and calculated on the basis of a 360-day year consisting of twelve
30-day months (or, in the event of a Principal Prepayment in full or other
Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis
of the actual number of days to elapse from and including the 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 the 2005-C22 Serviced Mortgage Loan will be set forth on the
Mortgage Loan Schedule.  The Master Servicing Fee with respect to any
Mortgage 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 Mortgage
Loan and REO Revenues allocable as interest on each REO Loan.  The Master
Servicer shall be entitled to recover unpaid Master Servicing Fees in respect
of any Mortgage Loan or REO Loan out of that portion of related Insurance
Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the
extent permitted by Section 3.05(a)(iii) and otherwise as provided in
Section 3.05(a)(vii).  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.

            (b)   Additional servicing compensation in the form of: (i) all
late payment charges, Penalty Interest, assumption application fees if the
related assumption is completed, modification fees for modifications to
Mortgage Loans or Companion Loans that are not Specially Serviced Mortgage
Loans made by the Master Servicer pursuant to Section 3.20(i), defeasance
fees, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds and any similar fees (excluding
Prepayment Premiums or Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to a Mortgage Loan or Companion
Loan and, with respect to late payment charges and penalty charges, accrued
during the time that such Mortgage Loan or Companion Loan was not a Specially
Serviced Mortgage Loan, and (ii) fifty percent (50%) of (A) any assumption
fees and (B) any assumption application fees if the related assumption fails
to be completed, in each case to the extent actually paid by a Mortgagor with
respect to any Mortgage Loan or Companion Loan if such Mortgage Loan or
Companion Loan is not a Specially Serviced Mortgage Loan, may be retained by
the Master Servicer and are not required to be deposited in the Certificate
Account; provided that the Master Servicer's right to receive late payment
charges and Penalty Interest pursuant to clause (i) above shall be limited to
the portion of such items that have not been applied to pay interest on
Advances as provided in Sections 3.03(d) and 4.03(d) or Additional Trust Fund
Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation
Fees) or interest on Advances pursuant to this Section 3.11(b).  To the
extent the Master Servicer or the Special Servicer receives late payment
charges or Penalty Interest on a Mortgage Loan for which interest on Advances
or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout
Fees and/or Liquidation Fees) related to such Mortgage Loan and not
previously reimbursed to the Trust Fund, the Master Servicer shall deposit in
the Certificate Account, on or prior to the P&I Advance Date following the
collection of such late payment charges or Penalty Interest, an amount equal
to the lesser of (i) the amount of late payment charges or Penalty Interest
received on such Mortgage Loan or (ii) the sum of the amount of interest paid
to the Master Servicer on Advances related to such Mortgage Loan since the
Closing Date for which the Trust Fund has not been previously reimbursed and
the amount of Additional Trust Fund Expenses (other than Special Servicing
Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan
incurred since the Closing Date and not previously reimbursed to the Trust
Fund.  To the extent that the Master Servicer is not entitled to late payment
charges or Penalty Interest pursuant to the immediately preceding sentence,
the Master Servicer shall deposit such late payment charges and Penalty
Interest in the Certificate Account.  Penalty Interest or late payment
charges in respect of any Mortgage Loan or Companion Loan which has accrued
during the period when the related Mortgage Loan or Companion Loan is not a
Specially Serviced Mortgage Loan shall be additional compensation to the
Master Servicer even if collected during the period when the related Mortgage
Loan or Companion Loan is a Specially Serviced Mortgage Loan.  The Master
Servicer shall also be entitled to additional servicing compensation in the
form of (i)  Prepayment Interest Excesses; (ii) interest or other income
earned on deposits in the Certificate Account and the Interest Reserve
Account, in accordance with Section 3.06(b) (but only to the extent of the
Net Investment Earnings, if any, with respect to such account for each
Collection Period), and (iii) to the extent not required to be paid to any
Mortgagor under applicable law or the terms of the related Mortgage Loan or
Companion Loan, any interest or other income earned on deposits in the
Reserve Accounts and Servicing Accounts maintained thereby.

            The Master Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and
owing to any of its Sub-Servicers and the premiums for any blanket policy
insuring against hazard losses pursuant to Section 3.07(b)), if and to the
extent such expenses are not payable directly out of the Certificate Account,
and the Master Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.  The Master Servicer shall
not waive or agree to any discount of any portion of assumption fees to which
the Special Servicer is entitled.

            (c)   As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Mortgage Loan and each REO Loan (other than the
2005-C22 Serviced Mortgage Loan and related REO Loan, if any).  As to each
Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee
shall accrue at the Special Servicing Fee Rate and on the same principal
amount respecting which the related interest payment due on such Specially
Serviced Mortgage Loan or deemed to be due on such REO Loan is computed and
calculated on the basis of a 360-day year consisting of twelve 30-day months
(or, in the event of a Principal Prepayment in full or other Liquidation
Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual
number of days to elapse from and including the related Due Date to but
excluding the date of such Principal Prepayment or Liquidation Event in a
month consisting of 30 days).  The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or REO Loan shall cease to accrue as of the
date a Liquidation Event occurs in respect thereof or it becomes a Corrected
Mortgage Loan.  Earned but unpaid Special Servicing Fees shall be payable
monthly out of general collections on the Mortgage Loans, Companion Loans and
any REO Properties on deposit in the Certificate Account pursuant to
Section 3.05(a).

            As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage
Loan.  As to each Corrected Mortgage Loan, the Workout Fee shall be payable
out of, and shall be calculated by application of the Workout Fee Rate to,
each collection of interest (other than Additional Interest and Penalty
Interest) and principal received on such Mortgage Loan or Companion Loan for
so long as it remains a Corrected Mortgage Loan (net of any portion of such
collection payable or reimbursable to the Master Servicer, the Special
Servicer, or the Trustee for any related unpaid or unreimbursed Master
Servicing Fees and/or Advances) received on such Mortgage Loan or Companion
Loan for so long as it remains a Corrected Mortgage Loan.  The Workout Fee
with respect to any Corrected Mortgage Loan will cease to be payable if a
Servicing Transfer Event occurs with respect thereto or if the related
Mortgaged Property becomes an REO Property; provided that a new Workout Fee
would become payable if and when such Mortgage Loan and, if applicable,
Companion Loan again became a Corrected Mortgage Loan.  If the Special
Servicer is terminated or resigns, it will retain the right to receive any
and all Workout Fees payable with respect to any Specially Serviced Mortgage
Loan that became a Corrected Mortgage Loan during the period that it acted as
Special Servicer and remained a Corrected Mortgage Loan at the time of its
termination or resignation or if the Special Servicer resolved the
circumstances and/or conditions (including by way of a modification of the
related Mortgage Loan documents) causing the Mortgage Loan to be a Specially
Serviced Mortgage Loan, but the Mortgage Loan had not as of the time the
Special Servicer is terminated or resigns become a Corrected Mortgage Loan
because the related borrower had not made three consecutive monthly debt
service payments (but made the most recent monthly debt service payment prior
to the termination of the Special Servicer) and subsequently becomes a
Corrected Mortgage Loan as a result of making three such consecutive
payments.  The successor Special Servicer will not be entitled to any portion
of those Workout Fees.

            In addition, with respect to each Specially Serviced Mortgage
Loan and REO Loan (other than the 2005-C22 Serviced Mortgage Loan) or
Mortgage Loan subject to repurchase by the applicable Mortgage Loan Seller
(to the extent such Mortgage Loan was not repurchased within the cure period
specified in the related Mortgage Loan Purchase Agreement) (or Qualified
Substitute Mortgage Loan substituted in lieu thereof), the Special Servicer
shall be entitled to the Liquidation Fee payable out of, and calculated by
application of the Liquidation Fee Rate to, all amounts (whether in the form
of payments of Liquidation Proceeds or REO Revenues or a full or discounted
payoff by the Mortgagor) received in respect of such Mortgage Loan or
Companion Loan (or, in the case of an REO Loan (other than the 2005-C22
Serviced Mortgage Loan), in respect of the related REO Property) and
allocable as a full or partial recovery of principal, interest and expenses
in accordance with Section 3.02(b) or the definition of "REO Loan," as
applicable; provided that no Liquidation Fee shall be payable in connection
with, or out of (i) Insurance Proceeds and (ii) Liquidation Proceeds
resulting from the purchase of any Mortgage Loan or REO Property by a
Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase
Agreement if purchased within the cure period set forth in Section 3(c) of
such Mortgage Loan Purchase Agreement, by the Majority Subordinate
Certificateholder, the Companion Holder, or the Special Servicer pursuant to
Section 3.18(c), Section 3.18(d), Section 3.18(e), Section 3.18(h) or by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder or the purchasing Certificateholder pursuant to
Section 9.01, or any mezzanine lender pursuant to the related mezzanine
intercreditor agreement if purchased by the mezzanine lender within 90 days
of the related Mortgage Loan becoming a Specially Serviced Mortgage Loan; and
(iii) Liquidation Proceeds resulting from the remittance by the related
Mortgage Loan Seller pursuant to Section 2.03 (if remitted within the cure
period set forth for repurchase in the related Mortgage Loan Purchase
Agreement); and provided, further, that no Liquidation Fee shall be payable
(i) in connection with a Periodic Payment received in connection with such
Mortgage Loan or (ii) to the extent a Workout Fee is payable concerning the
Liquidation Proceeds.

            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 Sections 6.02, 6.04 and
6.09.

            (d)   Additional servicing compensation in the form of: (i) all
late payment charges, Penalty Interest received on or with respect to
Specially Serviced Mortgage Loans actually collected that, with respect to
late payment charges and penalty charges, accrued during the time that the
related Mortgage Loan was a Specially Serviced Mortgage Loan, (ii) one
hundred percent (100%) of any assumption application fees and assumption fees
with respect to any Specially Serviced Mortgage Loan and fifty percent (50%)
of (A) any assumption fees and (B) any assumption application fees if the
related assumption fails to be completed with respect to any Mortgage Loan or
Companion Loan if such Mortgage Loan or Companion Loan is not a Specially
Serviced Mortgage Loan, in each case to the extent actually paid by a
Mortgagor, and (iii) modification fees collected on all Mortgage Loans or
Companion Loans (other than modifications made by the Master Servicer
pursuant to Section 3.20(i)), in each case to the extent actually paid by the
related Mortgagor, shall be retained by the Special Servicer or promptly paid
to the Special Servicer by the Master Servicer and shall not be required to
be deposited in the Certificate Account; provided that the Special Servicer's
right to receive late payment charges and Penalty Interest pursuant to clause
(i) above shall be limited to the portion of such items that have not been
applied to pay interest on Advances and property inspection costs in respect
of the related Mortgage Loan as provided in Sections 3.03(d), 3.12(a) and
4.03(d) or Additional Trust Fund Expenses (other than Special Servicing Fees,
Workout Fees and/or Liquidation Fees) pursuant to this Section 3.11(d).  To
the extent the Master Servicer or the Special Servicer receives late payment
charges or Penalty Interest on a Mortgage Loan for which interest on Advances
or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout
Fees and/or Liquidation Fees) related to such Mortgage Loan and not
previously reimbursed to the Trust Fund, the Special Servicer shall transfer
to the Master Servicer for deposit in the Certificate Account, on or prior to
the P&I Advance Date following the collection of such late payment charges or
Penalty Interest, an amount equal to the lesser of (i) the amount of late
payment charges or Penalty Interest received on such Mortgage Loan or
(ii) the sum of the amount of interest paid to the Master Servicer on
Advances related to such Mortgage Loan incurred since the Closing Date for
which the Trust Fund has not been previously reimbursed and the amount of
Additional Trust Fund Expenses (other than Special Servicing Fees, Workout
Fees and/or Liquidation Fees) related to such Mortgage Loan since the Closing
Date and not previously reimbursed to the Trust Fund.  To the extent that the
Special Servicer is not entitled to late payment charges or Penalty Interest
pursuant to the immediately preceding sentence, the Special Servicer shall
promptly transfer such late payment charges and Penalty Interest to the
Master Servicer who shall deposit such late payment charges and Penalty
Interest in the Certificate Account.  The Special Servicer shall also be
entitled to additional servicing compensation in the form of: (i) interest
or other income earned on deposits in the REO Account, if established, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to the REO Account for each Collection
Period); and (ii) 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 maintained by the Special Servicer.  The Special Servicer
shall be required to pay out of its own funds all general and administrative
expenses incurred by it in connection with its servicing activities
hereunder, and the Special Servicer shall not be entitled to reimbursement
therefor except as expressly provided in Section 3.05(a) if and to the extent
such expenses are not payable directly out of the Certificate Account or the
REO Account.

            Section 3.12      Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

            (a)   (i)  The Special Servicer shall perform or cause to be
performed a physical inspection of a Mortgaged Property as soon as
practicable after a related Mortgage Loan becomes a Specially Serviced
Mortgage Loan and (ii) the Master Servicer (in the case of non-Specially
Serviced Mortgage Loans other than the 2005-C22 Serviced Mortgage Loan) or
the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall
perform or cause to be performed a physical inspection of a Mortgaged
Property as soon as the related Debt Service Coverage Ratio set forth in the
CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x;
provided that, with respect to inspections prepared by the Special Servicer,
such expense shall be reimbursable first out of Penalty Interest and late
payment charges otherwise payable to the Special Servicer and received in the
Collection Period during which such inspection related expenses were
incurred, then as an Additional Trust Fund Expense (except to the extent that
such Additional Trust Fund Expense is payable out of the proceeds of any
Companion Loan pursuant to the related Intercreditor Agreement and this
Agreement).  Each of the Master Servicer for each Mortgage Loan (other than a
Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for
each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of
the Master Servicer, at its expense) perform or cause to be performed an
inspection of all the Mortgaged Properties at least once per calendar year
(or, in the case of each Mortgaged Property securing a Mortgage Loan (other
than a Specially Serviced Mortgage Loan) with a then current principal
balance (or allocated loan amount) of less than $2,000,000 at the time of
such inspection, every other calendar year) beginning in 2006; provided,
however, the Master Servicer shall not be required to inspect any Mortgaged
Property that has been inspected by the Special Servicer during the
immediately preceding six months.  The Special Servicer and the Master
Servicer shall each prepare (and, in the case of the Special Servicer, shall
deliver to the Master Servicer) 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 it is aware, (ii) any change
in the condition or value of the Mortgaged Property that it, in its
reasonable judgment, considers material, or (iii) any visible waste committed
on the Mortgaged Property.  The Master Servicer shall deliver such reports to
the Trustee within 45 days of the related inspection and the Trustee shall,
subject to Section 3.15, make copies of all such inspection reports available
for review by Certificateholders and Certificate Owners during normal
business hours at the offices of the Trustee at all times after the Trustee's
receipt thereof.  Upon written request and at the expense of the requesting
party, the Trustee shall deliver copies of any such inspection reports to
Certificateholders and Certificate Owners.  The Special Servicer shall have
the right to inspect or cause to be inspected (at its own expense) every
calendar year any Mortgaged Property related to a loan that is not a
Specially Serviced Mortgage Loan; provided that the Special Servicer obtains
the approval of the Master Servicer prior to such inspection, and provides a
copy of such inspection to the Master Servicer; provided, further, that the
Master Servicer and the Special Servicer shall not both inspect a Mortgaged
Property that is not securing a Specially Serviced Mortgage Loan in the same
calendar year.  If the Special Servicer performs such inspection, such
inspection shall satisfy the Master Servicer's inspection obligations
pursuant to this paragraph (a).

            With respect to site inspection information, the Master Servicer
shall make such inquiry of any Mortgagor under any related Mortgage Loan as
the Special Servicer may reasonably request.

            If the Special Servicer initiates a servicing transfer under
clause (b) or (c) of the definition of "Specially Serviced Mortgage Loan,"
the Special Servicer shall give written notice thereof to the Master
Servicer, the Controlling Class Representative and the Trustee in order to
effectuate such transfer.

            (b)   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 Mortgage 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) CMSA Financial File.  Not later than 5:00 p.m. (New York
City time) on the first Business Day following each Determination Date, the
Special Servicer shall deliver or cause to be delivered to the Master
Servicer the following reports with respect to the Mortgage Loans (and, if
applicable, the related REO Properties) (or, as to clause (v) below, only
with respect to Specially Serviced Mortgage Loans) providing the required
information as of such Determination Date: (i) a CMSA Historical Liquidation
Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report; (iii) a CMSA REO Status Report, (iv) a CMSA Advance Recovery Report
and (v) a CMSA Delinquent Loan Status Report.

            (c)   Not later than 4:00 p.m. (New York City time) on the third
Business Day after each Determination Date, the Master Servicer shall deliver
or cause to be delivered to the Trustee (in electronic format acceptable to
the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan
Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation
Report and CMSA REO Status Report received from the Special Servicer pursuant
to Section 3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial
Status Report and a CMSA Financial File, each with the required information
as of the end of the preceding calendar month (in each case combining the
reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA
Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each
with the required information as of such Determination Date (in each case
combining the reports prepared by the Special Servicer and the Master
Servicer); (D) a CMSA Servicer Watchlist with the required information as of
such Determination Date; and (E) a CMSA Advance Recovery Report, with the
required information as of such Determination Date.

            (d)   The Special Servicer will deliver to the Master Servicer
the reports set forth in Section 3.12(b) and this Section 3.12(d) and the
Master Servicer shall deliver to the Trustee the reports set forth in this
Section 3.12 in an electronic format reasonably acceptable to the Special
Servicer and the Master Servicer with respect to the reports set forth in
Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the
Trustee with respect to the reports set forth in Section 3.12(c).  The Master
Servicer may, absent manifest error, conclusively rely on the reports to be
provided by the Special Servicer pursuant to Section 3.12(b) and this
Section 3.12(d) and the 2005-C22 Master Servicer to the extent required to be
provided pursuant to the 2005-C22 Pooling and Servicing Agreement.  The
Trustee may, absent manifest error, conclusively rely on the CMSA Loan
Periodic Update File to be provided by the Master Servicer pursuant to
Section 4.02(b).  In the case of information or reports to be furnished by
the Master Servicer to the Trustee pursuant to this Section 3.12, to the
extent that such information is based on reports to be provided by the
Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to
the extent that such reports are to be prepared and delivered by the Special
Servicer pursuant to Section 3.12(b) and this Section 3.12(d), 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 this Section 3.12 to the extent caused by
the Special Servicer's failure to timely provide any report required under
Section 3.12(b) and this Section 3.12(d) of this Agreement.

            The Special Servicer, in the case of any Specially Serviced
Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other
Mortgage Loans, shall endeavor, consistent with the Servicing Standard, to
obtain quarterly and annual operating statements and rent rolls with respect
to the related Mortgage Loans and REO Properties, which efforts shall include
(i) in the case of the Mortgage Loans other than the 2005-C22 Serviced
Mortgage Loan, a letter sent to the related Mortgagor each quarter (followed
up with telephone calls) requesting such quarterly and annual operating
statements and rent rolls until they are received to the extent such action
is consistent with applicable law and the related Mortgage Loan documents,
and (ii) with respect to the 2005-C22 Serviced Mortgage Loan, a letter sent
to the 2005-C22 Master Servicer to provide such information to the extent
required to be delivered pursuant to the Hyatt Center Intercreditor Agreement.

            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 deliver copies of the
operating statements and rent rolls received or obtained by it to the Rating
Agencies, the Trustee, the Special Servicer or the Controlling Class
Representative in each case (other than the Rating Agencies and the
Controlling Class Representative which shall be sent copies within 30 days
following the Master Servicer's receipt) upon request.

            Within 30 days after receipt by the Master Servicer or the
Special Servicer of any annual operating statements with respect to any
Mortgaged Property or REO Property, as applicable (other than, in each case,
the Mortgaged Property or REO Property related to the 2005-C22 Serviced
Mortgage Loan), each of the Master Servicer and the Special Servicer shall
prepare or update and, with respect to any CMSA NOI Adjustment Worksheet
prepared or updated by the Special Servicer, forward to the Master Servicer,
a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property
(with the annual operating statements attached thereto as an exhibit).

            The Special Servicer with respect to each Specially Serviced
Mortgage Loan and REO Loan, and the Master Servicer with respect to each
other Mortgage Loan (other than the 2005-C22 Serviced Mortgage Loan), shall
each prepare and maintain and forward to each other one CMSA Operating
Statement Analysis for each Mortgaged Property and REO Property, as
applicable; provided, however, that with respect to the 2005-C22 Serviced
Mortgage Loan, the Master Servicer shall forward to each recipient of a CMSA
Operating Statement Analysis hereunder a copy of the CMSA Operating Statement
Analysis received from the 2005-C22 Master Servicer related to the 2005-C22
Serviced Mortgage Loan.  The CMSA Operating Statement Analysis for each
Mortgaged Property and REO Property is to be updated by each of the Master
Servicer and the Special Servicer, as applicable, within thirty days after
its respective receipt of updated operating statements for such Mortgaged
Property and REO Property, as the case may be, but in no event less
frequently than annually by June 30th of each year.  The Master Servicer and
the Special Servicer shall each use the "Normalized" column from the CMSA NOI
Adjustment Worksheet for any Mortgaged Property or REO Property, as the case
may be, to update the corresponding CMSA Operating Statement Analysis and
shall use any operating statements received with respect to any Mortgaged
Property or REO Property, as the case may be, to prepare the CMSA NOI
Adjustment Worksheet for such property.  Copies of CMSA Operating Statement
Analyses and CMSA NOI Adjustment Worksheets are to be made available by the
Master Servicer to the Trustee, the Special Servicer or the Controlling Class
Representative in each case upon request.

            (e)   With respect to the Prime Outlets Pool Loan, the Master
Servicer and the Special Servicer, as applicable, will provide the related
Companion Holders with copies of any and all documents, certificates,
instruments, notices, reports, operating statements, rent rolls,
correspondences and other information required to be delivered pursuant to
the terms of the Prime Outlets Pool Intercreditor Agreement.

            Section 3.13      Annual Reports on Assessment of Compliance with
Servicing Criteria and Annual Statement as to Compliance.

            (a)   On or before noon (Eastern Time) on March 5 (with a 7
Business Day notice and cure period as provided in Section 7.01(a)(iv)
herein) 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 each Servicing
Participant with which it has entered into a relationship with respect to the
Mortgage Loans to furnish and the Master Servicer shall cause each Additional
Servicer to furnish to the Trustee and the Depositor, with a copy to the
Rating Agencies and the Controlling Class Representative, a report on an
assessment of compliance with the Servicing Criteria that contains (i) a
statement by such Reporting Party of its responsibility for assessing
compliance with the Servicing Criteria applicable to it, (ii) a statement
that such Reporting Party used the Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (iii) such Reporting Party'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 8.17, 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 (iv) a statement
that a registered public accounting firm has issued an attestation report on
such Reporting Party's assessment of compliance with the Relevant Servicing
Criteria as of and for such period.  Promptly after receipt of each such
report, the Depositor may review each such report and, if applicable, consult
with the Trustee, the Master Servicer and the Special Servicer as to the
nature of any material instance of noncompliance with the Relevant Servicing
Criteria by the Trustee, the Master Servicer, the Special Servicer or any
Servicing Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans.  Neither the Master Servicer nor the
Special Servicer shall be required to cause the delivery of any such
statements 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 Fund for the preceding calendar
year.

            Each such report shall be addressed to the Depositor and signed
by an authorized officer of the applicable company, and shall address each of
the Relevant Servicing Criteria specified on a certification substantially in
the form of Exhibit S hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each
such report and, if applicable, consult with the Master Servicer, the Special
Servicer and/or the Trustee as to the nature of any material instance of
noncompliance with the Relevant Servicing Criteria (and each Sub-Servicer or
Servicing Participant engaged or utilized by the Master Servicer, the Special
Servicer or the Trustee, as applicable), and (ii) the Trustee shall confirm
that the assessments taken individually address the Relevant Servicing
Criteria as set forth on Exhibit S and notify the Depositor of any
exceptions.  None of the Master Servicer, the Special Servicer, the Trustee
or any Servicing Participant shall be required to cause the delivery of any
such assessments until March 10 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.  To the extent the Trustee has actual knowledge of a deficiency in the
reporting of the Relevant Servicing Criteria (whether individually with
respect to the Relevant Servicing Criteria, or in the aggregate with respect
to the Servicing Criteria taken as a whole), the Trustee shall promptly
notify in accordance with the last paragraph of Section 8.17(n) the Depositor
and whichever of the Master Servicer or the Special Servicer failed to
provide the Relevant Servicing Criteria.

            On the Closing Date, the Master Servicer, the Special Servicer
and the Trustee (and any Servicing Participant with which the Master
Servicer, the Special Servicer or the Trustee has entered into a servicing
relationship) shall furnish to the Depositor the Relevant Servicing Criteria,
in the form of Exhibit S hereto appropriately completed.

            No later than the end of each fiscal year for the Trust, the
Master Servicer and the Special Servicer shall notify the Trustee, the Master
Servicer or the Special Servicer, as applicable, and the Depositor as to the
name of each Sub-Servicer engaged by it and each Servicing Participant
utilized by it, and the Trustee shall notify the Depositor as to the name of
each Servicing Participant utilized by it, and each such notice will specify
which Relevant Servicing Criteria will be addressed in the report on
assessment of compliance prepared by such Servicing Participant and/or
Sub-Servicer.  When the Master Servicer, the Special Servicer and the Trustee
submit their assessments pursuant to Section 3.13(a), the Master Servicer,
the Special Servicer and the Trustee, as applicable, will also at such time
include the assessment (and related attestation pursuant to Section 3.14) of
each Servicing Participant and/or Sub-Servicer engaged by it.

            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 any Servicing
Participant engaged by it or formerly 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 3.13, coupled with an attestation as required in Section 8.17 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.

            (b)   The Trustee, the Master Servicer and the Special Servicer
shall, and the Master Servicer (or, in the case of the Master Servicer with
respect to the Sub-Servicers identified on Exhibit Y hereto, shall use
reasonable efforts to cause) and Special Servicer shall cause each Servicing
Participant with which it has entered into a relationship with respect to the
Mortgage Loans, to deliver to the Depositor and the Trustee on or before
March 5 (with a 7 Business Day notice and cure period as provided in Section
7.01(a)(iv) herein) of each year, commencing in March 2007, an Officer's
Certificate stating, as to the Trustee, the Master Servicer, the Special
Servicer or the Additional Servicer, as applicable, that (i) a review of such
entity's activities during the preceding calendar year or portion thereof and
of such entity's performance under this Agreement, or the applicable
servicing agreement in the case of a any Additional Servicer, has been made
under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review, such entity has fulfilled all its
obligations under this Agreement, or the applicable Sub-Servicing Agreement
or primary servicing agreement in the case of any Additional Servicer, in all
material respects throughout such year or portion thereof, or, if there has
been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status
thereof.  The Trustee, the Master Servicer and the Special Servicer shall,
and the Master Servicer (or, in the case of the Master Servicer with respect
to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable
efforts to cause) and the Special Servicer shall cause each Additional
Servicer with which it has entered into a servicing relationship with respect
to the Mortgage Loans to, forward, or make available a copy of each such
statement to the Rating Agencies and the Controlling Class Representative.
Promptly after receipt of each such Officer's Certificate, the Depositor may
review such Officer's Certificate and, if applicable, consult with the
Trustee, the Master Servicer or the Special Servicer, as applicable, as to
the nature of any failures by the Trustee, the Master Servicer or the Special
Servicer, respectively, or any related any Additional Servicer with which the
Master Servicer or the Special Servicer, as applicable, has entered into a
servicing relationship with respect to the Mortgage Loans in the fulfillment
of any of the Master Servicer's or Special Servicer's obligations hereunder
or under the applicable servicing agreement.

            The obligations of the Master Servicer, the Special Servicer, the
Trustee and each Additional Servicer under this Section apply to the Master
Servicer, the Special Servicer, the Trustee and each Additional Servicer that
serviced a Mortgage Loan during the applicable period, whether or not the
Master Servicer, the Special Servicer, the Trustee or Additional Servicer is
acting as the Master Servicer, the Special Servicer, the Trustee or
Additional Servicer at the time such Officer's Certificate is required to be
delivered.

            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 3.13 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 3.14      Attestation by Independent Public Accountants.

            On or before noon (Eastern Time) on March 5 (with a 7 Business
Day notice and cure period as provided in Section 7.01(a)(iv) herein) 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
(or, in the case of the Master Servicer with respect to the Sub-Servicers
identified on Exhibit Y hereto, shall use reasonable efforts to cause), the
Special Servicer and the Trustee shall cause each Servicing Participant with
which it has entered into a relationship with respect to the Mortgage Loans
to cause, and the Master Servicer shall cause each Additional Servicer to
cause, a registered public accounting firm (which may also render other
services to the Master Servicer, the Special Servicer, the Trustee or the
applicable Servicing Participant, as the case may be) and that is a member of
the American Institute of Certified Public Accountants to furnish a report to
the Trustee and the Depositor, with a copy to the Rating Agencies and the
Controlling Class Representative, to the effect that (i) it has obtained a
representation regarding certain matters from the management of such
Reporting Party, which includes an assertion that such Reporting Party 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 Public Company Accounting
Oversight Board, attests to and reports on such Reporting Party'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 Trustee, the Master Servicer, the Special Servicer or any Servicing
Participant, the Depositor may review the report and, if applicable, consult
with the Trustee, the Master Servicer or the Special Servicer as to the
nature of any defaults by the Trustee, the Master Servicer, the Special
Servicer or any Servicing Participant 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 Trustee's, the Master Servicer's, the
Special Servicer's or the applicable Servicing Participant's obligations
hereunder or under the applicable servicing agreement.  The Trustee, the
Master Servicer and the Special Servicer shall not be required to cause the
delivery of such reports until April 15 in any given year so long as it has
received written confirmation from the Depositor that a Report on Form 10-K
is not required to be filed in respect of the Trust Fund for the preceding
calendar year.  The Trustee shall confirm that each accountants' attestation
report submitted pursuant to this Section relates to an assessment of
compliance that on its face meets the requirements of Section 3.13(a) and
notify the Depositor of any exceptions.

            Section 3.15      Access to Certain Information.

            (a)   Upon reasonable prior written notice, not required to be
greater than ten days, the Master Servicer (with respect to the items in
clauses (a), (b) (other than Distribution Date Statements), (c), (d), (e),
(f), (h) and (i) below, unless such item was not delivered to the Master
Servicer), the Special Servicer (with respect to the items in clauses (c),
(d), (g), (h) and (i) below) to the extent such items are in its possession
and the Trustee (with respect to the items in clauses (b) and (i) below and
any other items, to the extent in its possession) shall make available at
their respective offices primarily responsible for administration of the
Mortgage Loans (or in the case of the Trustee, at its Corporate Trust Office,
except with respect to documents which constitute part of the Mortgage Files,
which will be maintained at its offices in Minnesota), during normal business
hours, or send to the requesting party, such party having been certified to
the Trustee, the Master Servicer or the Special Servicer, as applicable, in
accordance with (a) and (b) in the following paragraph, as appropriate, at
the expense of such requesting party (unless otherwise provided in this
Agreement), for review by any Certificate Owner or Certificateholder or any
Person identified by a Certificate Owner or Certificateholder or its
designated agent to the Trustee, the Master Servicer or the Special Servicer,
as the case may be, as a prospective transferee of any Certificate or
interest therein or a Companion Loan or any interest therein (to the extent
such information is related to such Companion Loan or the related Mortgage
Loan), the Trustee, the Rating Agencies, the Underwriters and any applicable
regulator or potential purchaser specified thereby and the Depositor,
originals or copies of the following items: (a) this Agreement and any
amendments thereto, (b) all Distribution Date Statements delivered to holders
of the relevant Class of Certificates since the Closing Date and all reports,
statements and analyses delivered by the Master Servicer since the Closing
Date pursuant to Section 3.12(c), (c) all Officer's Certificates delivered by
the Master Servicer or the Special Servicer since the Closing Date pursuant
to Section 3.13, (d) all accountants' reports delivered to the Master
Servicer in respect of itself or the Special Servicer since the Closing Date
as described in Section 3.14, (e) the most recent property inspection report
prepared by or on behalf of the Master Servicer in respect of each Mortgaged
Property and any Environmental Assessments prepared pursuant to Section 3.09,
(f) the most recent Mortgaged Property annual operating statements and rent
roll, if any, collected by or on behalf of the Master Servicer, (g) any and
all modifications, waivers and amendments of the terms of a Mortgage Loan
entered into by the Special Servicer and the Asset Status Report prepared
pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage
Loan and (i) any and all Officer's Certificates and other evidence delivered
by the Master Servicer or the Special Servicer, as the case may be, to
support its determination that any Advance was, or if made, would be, a
Nonrecoverable Advance pursuant to Sections 3.03(e) or 4.03(c), including
appraisals affixed thereto and any Required Appraisal prepared pursuant to
Section 3.09(a).  Copies of any and all of the foregoing items will be
available from the Master Servicer, the Special Servicer or the Trustee, as
the case may be, upon request and shall be provided to any of the Rating
Agencies at no cost pursuant to their reasonable requests.

            In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative, in connection with providing
access to or copies of any items in accordance with this Agreement, the
Trustee, the Master Servicer or the Special Servicer, as applicable, shall
require: (a) in the case of Certificate Owners and the Controlling Class
Representative, a confirmation (which in the case of the Controlling Class
Representative may be a standing confirmation) executed by the requesting
Person substantially in the form of Exhibit K-1 hereto (or such other form as
may be reasonably acceptable to the Trustee, the Master Servicer or the
Special Servicer, as applicable) generally to the effect that such Person is
a beneficial holder of Book-Entry Certificates, or a representative of a
beneficial holder of Book-Entry Certificates, and, subject to the last
sentence of this paragraph, will keep such information confidential (except
that such Certificate Owner and the Controlling Class Representative may
provide such information to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein; provided that such other
Person confirms in writing such ownership interest or prospective ownership
interest and agrees to keep such information confidential); and (b) in the
case of a prospective purchaser of a Certificate or an interest therein,
confirmation executed by the requesting Person substantially in the form of
Exhibit K-2 hereto (or such other form as may be reasonably acceptable to the
Trustee, the Master Servicer or the Special Servicer, as applicable)
generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein, is requesting the information for use in
evaluating a possible investment in Certificates and, subject to the last
sentence of this paragraph, will otherwise keep such information
confidential.  The Holders of the Certificates, by their acceptance thereof,
and the Controlling Class Representative, by its acceptance of its
appointment, will be deemed to have agreed, subject to the last sentence of
this paragraph, to keep such information confidential (except that any Holder
may provide such information obtained by it to any other Person that holds or
is contemplating the purchase of any Certificate or interest therein;
provided that such other Person confirms in writing such ownership interest
or prospective ownership interest and agrees to keep such information
confidential) and agrees not to use such information in any manner that would
violate federal, state or local securities laws.  Notwithstanding the
foregoing, no Certificateholder, Certificate Owner or prospective
Certificateholder or Certificate Owner shall be obligated to keep
confidential any information received from the Trustee, the Master Servicer
or the Special Servicer, as applicable, pursuant to this Section 3.15 that
has previously been made available via the Trustee's, the Master Servicer's
or Special Servicer's Internet Website without restriction as to access as
permitted pursuant to the terms of this Agreement, as applicable, or has
previously been filed with the Commission, and the Trustee, the Master
Servicer or the Special Servicer, as applicable, shall not require either of
the certifications contemplated by the second preceding sentence in
connection with providing any information pursuant to this Section 3.15 that
has previously been made available via the Trustee's, the Master Servicer's
or Special Servicer's Internet Website without restriction as to access in
compliance with the terms of this Agreement, as applicable, or has previously
been filed with the Commission.

            Each of the Master Servicer and the Special Servicer shall afford
to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the
FDIC, the Federal Reserve Board and any other banking or insurance regulatory
authority that may exercise authority over any Certificateholder or a
Companion Loan or any interest therein (to the extent such information is
related to such Companion Loan or the related Mortgage Loan), access to any
records regarding the Mortgage Loans and the servicing thereof within its
control, 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 Holders.  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.

            The Trustee, the Master Servicer, the Special Servicer and the
Underwriters may require payment from the Certificateholder or Certificate
Owner or holder of a Companion Loan, as applicable, of a sum sufficient to
cover the reasonable costs and expenses of providing any such information or
access pursuant to this Section 3.15 to, or at the request of, the
Certificateholders or Certificate Owners or prospective transferees or holder
of a Companion Loan, as applicable, including, without limitation, copy
charges and, in the case of Certificateholders or Certificate Owners or
holder of a Companion Loan, if applicable, requiring on site review in excess
of three Business Days, reasonable fees for employee time and for space.

            (b)   The Trustee shall, and the Master Servicer may, but is not
required to, make available on or prior to the Distribution Date in each
month to the general public (i) the Distribution Date Statement via their
respective Internet Websites, (ii) as a convenience for the general public,
the Prospectus Supplement, the Prospectus and this Agreement on their
respective Internet Websites and (iii) any other items at the request of the
Depositor via their respective Internet Websites.  In addition, the Trustee
shall make available each month, on each Distribution Date, the Unrestricted
Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup
File, the CMSA Bond File and the CMSA Collateral Summary File to the general
public on its Internet Website (on a password protected basis).  The Trustee
shall, upon written request, make available each month, on each Distribution
Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File
and the CMSA Financial File to any Privileged Person and to any other Person
upon the direction of the Depositor.

            The Master Servicer may, but is not required to, make available
each month via its Internet Website (i) to any interested party, the
Unrestricted Servicer Reports, the CMSA Loan Setup File and the CMSA Loan
Periodic Update File, and (ii) to any Privileged Person, with the use of a
password provided by the Master Servicer, the Restricted Servicer Reports,
the CMSA Financial File and the CMSA Property File.  Any Restricted Servicer
Report or Unrestricted Servicer Report that is not available on the Master
Servicer's Internet Website as described in the immediately preceding
sentence by 5:00 p.m. (New York City time) on the related Distribution Date
shall be provided (in electronic format, or if electronic mail is
unavailable, by facsimile) by the Master Servicer, upon request, to any
Person otherwise entitled to access such report on the Master Servicer's
Internet Website.

            In connection with providing access to the Trustee's Internet
Website or the Master Servicer's Internet Website, the Trustee or the Master
Servicer, as applicable, may require registration and the acceptance of a
disclaimer.

            If three or more Holders or the Controlling Class Representative
(hereinafter referred to as "Applicants" with a single Person which (together
with its Affiliates) is the Holder of more than one Class of Certificates
being viewed as a single Applicant for these purposes) apply in writing to
Trustee, and such application states that the Applicants' 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 Applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, send,
at the Applicants' expense, the written communication proffered by the
Applicants to all Certificateholders at their addresses as they appear in the
Certificate Register.

            (c)   The Master Servicer and the Special Servicer shall not be
required to confirm, represent or warrant the accuracy or completeness of any
other Person's information or report included in any communication from the
Master Servicer or the Special Servicer under this Agreement.  Neither the
Master Servicer nor the Trustee shall be liable for the dissemination of
information in accordance with this Section 3.15(c).  The Trustee makes no
representations or warranties as to the accuracy or completeness of any
report, document or other information made available on the Trustee's Website
and assumes no responsibility therefor.  In addition, the Trustee, the Master
Servicer and the Special Servicer may disclaim responsibility for any
information distributed by the Trustee, the Master Servicer or the Special
Servicer, respectively, for which it is not the original source.

            (d)   Upon the request of the Controlling Class Representative
made not more frequently than once a month (which request may be a standing,
continuing request), or at such mutually acceptable time each month as the
Controlling Class Representative shall reasonably designate, each of the
Master Servicer and Special Servicer shall, without charge, make a
knowledgeable Servicing Officer available, at the option of the Controlling
Class Representative either by telephone or at the office of such Servicing
Officer, to answer questions from the Controlling Class Representative
regarding the performance and servicing of the Mortgage Loans and/or REO
Properties for which such Master Servicer or Special Servicer, as the case
may be, is responsible.  The Master Servicer and the Special Servicer each
shall condition such disclosure upon the Controlling Class Representative
entering into a reasonable and customary confidentiality agreement reasonably
acceptable to such servicer and the Controlling Class Representative
regarding such disclosure to it.  Neither the Master Servicer nor the Special
Servicer shall be required to provide any information or disclosures in
violation of any applicable law, rule or regulation.

            (e)   With respect to any Companion Loan, the Companion Holders
shall receive and have access to any information described in this Section
3.15 which such Companion Holder is entitled to pursuant to the related
Intercreditor Agreement.

            Section 3.16      Title to REO Property; REO Account.

            (a)   If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf
of the Certificateholders and, if applicable, the Companion Holder, as their
interests shall appear.  The Special Servicer, on behalf of the Trust Fund,
shall sell any REO Property as soon as practicable in accordance with the
Servicing Standard, but prior to the end of the third year following the
calendar year in which REMIC I acquires ownership of such REO Property (or
applicable portion thereof) for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) applies for, more than sixty days
prior to the end of such third succeeding year, and is granted an extension
of time (an "REO Extension") by the Internal Revenue Service to sell such REO
Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee, the Special Servicer and the Master Servicer, to the effect that
the holding by REMIC I of 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
of REMIC I or REMIC II or cause either of REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates are outstanding.  If the
Special Servicer is granted the REO Extension contemplated by clause (i) of
the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the
Special Servicer shall sell such REO Property within such 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, shall first be payable from the
related REO Account to the extent of available funds and then be a Servicing
Advance by the Master Servicer.  In the case of the Trust Fund's beneficial
interest in the Mortgaged Property acquired by the 2005-C22 Trustee pursuant
to the 2005-C22 Pooling and Servicing Agreement, the Special Servicer shall
coordinate with the 2005-C22 Special Servicer with respect to any REO
Extension on behalf of REMIC I.  Except for the preceding sentence, for
purposes of this Section 3.16, "REO Property" does not include the Trust
Fund's beneficial interest in the Mortgaged Property securing the 2005-C22
Serviced Mortgage Loan.

            (b)   The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets.  If an REO Acquisition shall occur,
the Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), held on behalf of the Trustee in trust for
the benefit of the Certificateholders and, if applicable, the Companion
Holder, as their interests shall appear, for the retention of revenues and
other proceeds derived from each REO Property.  The REO Account shall be an
Eligible Account.  The Special Servicer shall deposit, or cause to be
deposited, in the REO Account, upon receipt, all REO Revenues, Insurance
Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in
respect of an REO Property within 2 Business Days of receipt.  Funds in the
REO Account may be invested in Permitted Investments in accordance with
Section 3.06.  The Special Servicer shall be entitled to make withdrawals
from the REO Account to pay itself, as additional servicing compensation in
accordance with Section 3.11(d), interest and investment income earned in
respect of amounts held in the REO Account as provided in
Section 3.06(b) (but only to the extent of the Net Investment Earnings with
respect to the REO Account for any Collection Period).  The Special Servicer
shall give written notice to the Trustee, and the Master Servicer of the
location of the REO Account when first established and of the new location of
the REO Account prior to any change thereof.

            (c)   The Special Servicer shall withdraw from the REO Account
funds necessary for the proper operation, management, 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 (including any monthly
reserve or escrow amounts necessary to accumulate sufficient funds for taxes,
insurance and anticipated capital expenditures (the "Impound Reserve")).  On
the last day of the related Collection Period, the Special Servicer shall
withdraw from the REO Account and deposit into the Certificate Account or
deliver to the Master Servicer or such other Person as may be directed by the
Master Servicer (which shall deposit such amounts into the Certificate
Account) the aggregate of all amounts received in respect of each REO
Property during the most recently ended Collection Period, net of any
withdrawals made out of such amounts pursuant to the preceding sentence;
provided that, in addition to the Impound Reserve, the Special Servicer may
retain in the REO Account such portion of proceeds and collections as may be
necessary to maintain a reserve of sufficient funds for the proper operation,
management and maintenance of the related REO Property (including, without
limitation, the creation of a reasonable reserve for repairs, replacements
and other related expenses).

            (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, the REO Account pursuant to
Section 3.16(b) or (c).  The Special Servicer shall provide the Master
Servicer any information with respect to the REO Account as is reasonably
requested by the Master Servicer.

            Section 3.17      Management of REO Property.

            (a)   Prior to the acquisition of title to a Mortgaged Property
(other than the Mortgaged Property relating to the 2005-C22 Serviced Mortgage
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 in compliance with the Servicing Standard that in
its good faith and reasonable judgment:

               (i)      None of the income from Directly Operating such 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"), and the Special Servicer does not engage in
      any of the activities described in the definition of "Directly Operate"
      that would cause the REO Property to cease to qualify as "foreclosure
      property" within the meaning of Section 860G(a)(8) of the Code, then
      such Mortgaged Property may be Directly Operated by the Special
      Servicer as REO Property;

               (ii)     Directly Operating such Mortgaged Property as an 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, such alternative
      is commercially feasible and would result in a greater net recovery on
      a present value basis than earning income subject to an REO Tax)
      acquire such Mortgaged Property as REO Property and so lease or manage
      such REO Property; or

               (iii)    It is reasonable to believe that Directly Operating
      such property as REO Property could result in income subject to an REO
      Tax and that such method of operation is commercially feasible and
      would result in a greater net recovery on a present value basis than
      leasing or other method of operating the REO Property that would not
      incur an REO Tax, the Special Servicer shall deliver to the
      REMIC 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 commercially feasible,
      estimates of the amount of income from each such source.  Within a
      reasonable period of time after receipt of such plan, the
      REMIC Administrator shall consult with the Special Servicer and shall
      advise the Special Servicer of the REMIC 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.  In addition,
      the REMIC Administrator shall (to the extent reasonably possible)
      advise the Special Servicer of the estimated amount of taxes that the
      Trust Fund would be required to pay with respect to each such source of
      income.  After receiving the information described in the two preceding
      sentences from the REMIC Administrator, the Special Servicer shall
      either (A) implement the Proposed Plan (after acquiring the respective
      Mortgaged Property as REO Property) or (B) manage such property in a
      manner that would not result in the imposition of an REO Tax on the
      income derived from such property.  All of the REMIC Administrator's
      expenses (including any fees and expenses of counsel or other experts
      reasonably retained by it) incurred pursuant to this Section shall be
      reimbursed to it from the Trust Fund in accordance with
      Section 10.01(e).

            The Special Servicer's decision as to how each REO Property shall
be managed shall be based on the Servicing Standard and in any case 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, if the REO
Property was formerly a Mortgaged Property securing a Co-Lender Loan, the
Certificateholders and the related Companion Holder (as a collective whole in
accordance with the Servicing Standard, taking into account the subordinate
nature of the Companion Loan, if applicable)) by maximizing (to the extent
commercially feasible and consistent with Section 3.17(b)) the net after-tax
REO Revenues received by the Trust Fund with respect to such property and, to
the extent consistent with the foregoing, in the same manner as would prudent
mortgage loan servicers operating acquired mortgaged property comparable to
the respective Mortgaged Property.  Both the Special Servicer and the
REMIC Administrator may, at the expense of the Trust Fund payable pursuant to
Section 3.05(a)(xv), consult with counsel.

            (b)   If title to any REO Property (other than the REO Property
relating to the 2005-C22 Serviced Mortgage Loan) is acquired, the Special
Servicer shall manage, conserve and protect such REO Property for the benefit
of the Certificateholders (or, if the REO Property was formerly a Mortgaged
Property securing a Co-Lender Loan, the Certificateholders and the related
Companion Holder (as a collective whole in accordance with the Servicing
Standard, taking into account the subordinate nature of the Companion Loan,
if applicable)) solely for the purpose of its prompt disposition and sale in
a manner that does not and will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or either result in the receipt by REMIC I of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code
or result in an Adverse REMIC Event.  Subject to the foregoing, however, the
Special Servicer shall have full power and authority to do any and all things
in connection therewith as are consistent with the Servicing Standard and,
consistent therewith, shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to any such REO Property, funds
necessary for the proper management, maintenance and disposition of such REO
Property, including without limitation:

               (i)      all insurance premiums due and payable in respect of
      such REO Property;

               (ii)     all real estate taxes and assessments in respect of
      such REO Property that may result in the imposition of a lien thereon;

               (iii)    any ground rents in respect of such REO Property; and

               (iv)     all costs and expenses necessary to maintain, lease,
      sell, protect, manage and restore such REO Property.

            To the extent that amounts on deposit in the REO Account in
respect of any REO Property are insufficient for the purposes set forth in
the preceding sentence with respect to such REO Property, the Master
Servicer, subject to the second paragraph of Section 3.03(c), shall make
Servicing Advances in such amounts as are necessary for such purposes unless
(as evidenced by an Officer's Certificate delivered to the Trustee) the
Master Servicer would not make such advances if the Master Servicer owned
such REO Property 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 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.

            (c)   Unless Section 3.17(a)(i) applies, the Special Servicer
shall contract with any Independent Contractor (if required by the REMIC
Provisions for the REO Property to remain classified as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code) for the
operation and management of any REO Property; provided that:

               (i)      the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

               (ii)     the fees of such Independent Contractor (which shall
      be expenses of the Trust Fund) shall be reasonable and customary in
      consideration of the nature and locality of the REO Property;

               (iii)    except as permitted under Section 3.17(a), any such
      contract shall require, or shall be administered to require, that the
      Independent Contractor, in a timely manner, pay all costs and expenses
      incurred in connection with the operation and management of such REO
      Property, including, without limitation, those listed in
      Section 3.17(b) above, and remit all related revenues collected (net of
      its fees and such costs and expenses) to the Special Servicer upon
      receipt;

               (iv)   none of the provisions of this Section 3.17(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 any such REO Property; and

               (v)      the Special Servicer shall be obligated with respect
      thereto to the same extent as if it alone were performing all duties
      and obligations in connection with the operation and management of such
      REO Property.

            The Special Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special
Servicer by such Independent Contractor, and nothing in this Agreement shall
be deemed to limit or modify such indemnification.  No agreement entered into
pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing Agreement
for purposes of Section 3.22.

            (d)   Without limiting the generality of the foregoing, the
Special Servicer shall not:

               (i)      permit the Trust Fund to enter into, renew or extend any
      New Lease with respect to any REO Property (other than the REO Property
      relating to the 2005-C22 Serviced Mortgage Loan), if the New Lease by
      its terms will give rise to any income that does not constitute Rents
      from Real Property;

               (ii)     permit any amount to be received or accrued under any
      New Lease other than amounts that will constitute Rents from Real
      Property;

               (iii)    authorize or permit any construction on any REO
      Property (other than the REO Property relating to the 2005-C22 Serviced
      Mortgage Loan), other than the repair or maintenance thereof or the
      completion of a building or other improvement thereon, but only to the
      extent provided in Section 856(e)(4)(B) of the Code; or

               (iv)     except as otherwise provided for in Section
      3.17(a)(i) and (a)(ii) above, Directly Operate, or allow any other
      Person, other than an Independent Contractor, to Directly Operate, any
      REO Property (other than the REO Property relating to the 2005-C22
      Serviced Mortgage Loan) on any date more than 90 days after its
      Acquisition Date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer as a
Servicing Advance unless nonrecoverable, in which case it shall be paid by
the Master Servicer as an Additional Trust Fund Expense from amounts on
deposit in the Certificate Account) to the effect that such action will not
cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code at any time that it is held by
the Trust Fund, in which case the Special Servicer may take such actions as
are specified in such Opinion of Counsel.  Except as limited above in this
Section 3.17 and by this Section 3.17(d), the Special Servicer shall be
permitted to cause the Trust Fund to earn "net income from foreclosure
property", subject to the Servicing Standard.

            Section 3.18      Resolution of Defaulted 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
(other than the 2005-C22 Serviced Mortgage Loan) or an REO Property (other
than the REO Property relating to the 2005-C22 Serviced Mortgage Loan) only
on the terms and subject to the conditions set forth in this Section 3.18 or
as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01.

            (b)   Within 60 days after a Mortgage Loan (other than the
2005-C22 Serviced Mortgage Loan) becomes a Defaulted Mortgage Loan, the
Special Servicer shall determine the fair value of such Mortgage Loan in
accordance with the Servicing Standard; provided, however, that such
determination shall be made without taking into account any effect the
restrictions on the sale of such Mortgage Loan contained herein may have on
the value of such Defaulted Mortgage Loan; provided, further, that, the
Special Servicer shall use reasonable efforts promptly to obtain an Appraisal
with respect to the related Mortgaged Property unless it has an Appraisal
that is less than 12 months old and has no actual knowledge of, or notice of,
any event which in the Special Servicer's judgment would materially affect
the validity of such Appraisal.  The Special Servicer shall make its fair
value determination as soon as reasonably practicable (but in any event
within thirty (30) days) after its receipt of such new Appraisal, if
applicable.  The Special Servicer is permitted to change, from time to time,
its determination of the fair value of a Defaulted Mortgage Loan based upon
changed circumstances, new information or otherwise, in accordance with the
Servicing Standard; provided, however, the Special Servicer shall update its
determination of the fair value at least once every 90 days.  The Special
Servicer shall notify the Trustee, the Master Servicer, each Rating Agency
and the Majority Subordinate Certificateholder promptly upon its fair value
determination and any adjustment thereto.  In determining the fair value of
any Defaulted Mortgage Loan, the Special Servicer shall take into account,
among other factors, the period and amount of the delinquency on such
Mortgage Loan, the occupancy level and physical condition of the related
Mortgaged Property, the state of the local economy in the area where the
Mortgaged Property is located, and the time and expense associated with a
purchaser's foreclosing on the related Mortgaged Property.  In addition, the
Special Servicer shall refer to all other relevant information obtained by it
or otherwise contained in the Mortgage Loan File; provided that the Special
Servicer shall take account of any change in circumstances regarding the
related Mortgaged Property known to the Special Servicer that has occurred
subsequent to, and that would, in the Special Servicer's reasonable judgment,
materially affect the value of the related Mortgaged Property reflected in
the most recent related Appraisal.  Furthermore, the Special Servicer shall
consider all available objective third-party information obtained from
generally available sources, as well as information obtained from vendors
providing real estate services to the Special Servicer, concerning the market
for distressed real estate loans and the real estate market for the subject
property type in the area where the related Mortgaged Property is located.
The Special Servicer may conclusively rely on the opinion and reports of
Independent third parties in making such determination.

            (c)   Subject to the terms set forth in Section 2.03, in the
event a Mortgage Loan (other than the 2005-C22 Serviced Mortgage Loan)
becomes a Defaulted Mortgage Loan, each of the Majority Subordinate
Certificateholder and the Special Servicer shall have an assignable option (a
"Purchase Option") to purchase such Defaulted Mortgage Loan from the Trust
Fund at a price (the "Option Price") equal to (i) the Purchase Price, if the
Special Servicer has not yet determined the fair value of the Defaulted
Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan as
determined by the Special Servicer in the manner described in
Section 3.18(b) and in accordance with the Servicing Standard, if the Special
Servicer has made such fair value determination.  Any holder of a Purchase
Option may sell, transfer, assign or otherwise convey its Purchase Option
with respect to any Defaulted Mortgage Loan to any party other than the
related Mortgagor or an Affiliate of the related Mortgagor under the Mortgage
Loan at any time after the related Mortgage Loan becomes a Defaulted Mortgage
Loan.  The transferor of any Purchase Option shall notify the Trustee and the
Master Servicer of such transfer and such notice shall include the
transferee's name, address, telephone number, facsimile number and
appropriate contact person(s) and shall be acknowledged in writing by the
transferee at least five (5) Business Days in advance of such intended
transfer.  Notwithstanding the foregoing, and subject to Section 3.18(d) of
this Agreement, the Majority Subordinate Certificateholder shall have the
right to exercise its Purchase Option prior to any exercise of the Purchase
Option by any other holder of a Purchase Option; provided, however, if the
Purchase Option is not exercised by the Majority Subordinate
Certificateholder or any assignee thereof within 60 days of a Mortgage Loan
(other than the 2005-C22 Serviced Mortgage Loan) becoming a Defaulted
Mortgage Loan, then the Special Servicer shall have the right to exercise its
Purchase Option prior to any exercise by the Majority Subordinate
Certificateholder and the Special Servicer or its assignee may exercise such
Purchase Option at any time during the fifteen day period immediately
following the expiration of such 60-day period.  Following the expiration of
such fifteen day period, the Majority Subordinate Certificateholder shall
again have the right to exercise its Purchase Option prior to any exercise of
the Purchase Option by the Special Servicer.  If not exercised earlier, the
Purchase Option with respect to any Defaulted Mortgage Loan will
automatically terminate (i) once the related Defaulted Mortgage Loan is no
longer a Defaulted Mortgage Loan; provided, however, that, if such Mortgage
Loan subsequently becomes a Defaulted Mortgage Loan, the related Purchase
Option shall again be exercisable, (ii) upon the acquisition, by or on behalf
of the Trust Fund, of title to the related Mortgaged Property through
foreclosure or deed in lieu of foreclosure or (iii) the modification or
pay-off, in full or at a discount, of such Defaulted Mortgage Loan in
connection with a workout.

            (d)   Notwithstanding the provisions of Section 3.18(c),
Section 3.18(g) or Section 3.18(h), pursuant to the terms of the
Intercreditor Agreements, a Companion Holder will have the right to purchase
the related Co-Lender Loan or related REO Property (other than the REO
Property relating to the 2005-C22 Serviced Mortgage Loan) in certain
circumstances.  Such right of the related Companion Holder shall have
priority over any provision described in Section 3.18(c), Section 3.18(g) or
Section 3.18(h).  If the Co-Lender Loan or REO Property (other than the REO
Property relating to the 2005-C22 Serviced Mortgage Loan) is purchased by the
related Companion Holder, repurchased by the applicable Mortgage Loan Seller
or otherwise ceases to be subject to this Agreement, the related Companion
Loan will no longer be subject to this Agreement.  Neither the Trustee nor
the Trust Fund shall acquire a Companion Loan; provided, however, the Master
Servicer or an affiliate may own or acquire the Companion Loans.  With
respect to each Loan Pair, the related Companion Holder shall be entitled to
exercise any cure rights given to it under the related Intercreditor
Agreement, in each case subject to any conditions or restrictions described
in or incorporated by reference into such sections.

            (e)   Upon receipt of notice from the Special Servicer indicating
that a Mortgage Loan (other than the 2005-C22 Serviced Mortgage Loan) has
become a Defaulted Mortgage Loan, the holder (whether the original grantee of
such option or any subsequent transferee) of the Purchase Option may exercise
the Purchase Option by providing the Master Servicer and the Trustee written
notice thereof (the "Purchase Option Notice"), in the form of Exhibit M,
which notice shall identify the Person that, on its own or through an
Affiliate, will acquire the related Mortgage Loan upon closing and shall
specify a cash exercise price at least equal to the Option Price.  The
Purchase Option Notice shall be delivered in the manner specified in
Section 11.05.  The exercise of any Purchase Option pursuant to this clause
(e) shall be irrevocable.

            (f)   If the Special Servicer or the Majority Subordinate
Certificateholder, or any of their respective Affiliates, is identified in
the Purchase Option Notice as the Person expected to acquire the related
Mortgage Loan, the Trustee shall determine as soon as reasonably practicable
(and, in any event, within thirty (30) days) after the Trustee has received
the written notice, whether the Option Price represents fair value for the
Defaulted Mortgage Loan; provided that, if the Special Servicer is then in
the process of obtaining a new Appraisal with respect to the related
Mortgaged Property, then the Trustee shall, in accordance with its good faith
and reasonable judgment, make its fair value determination with respect to
such Mortgage Loan as soon as reasonably practicable (but in any event within
thirty (30) days) after the Trustee's receipt of such new Appraisal.  The
Trustee may rely on the opinion and reports of independent third parties in
making such determination; provided that the Trustee may rely on the most
current Appraisal obtained for the related Mortgaged Property pursuant to
this Agreement.  In determining the fair value of any Defaulted Mortgage
Loan, the Trustee shall take into account, and any Independent third party
shall be instructed to take into account, among other factors, the period and
amount of the delinquency on such Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, and the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property.  In addition, the Trustee shall refer, and any Independent third
party shall be instructed to refer, to all relevant information delivered to
it by the Special Servicer or otherwise contained in the Mortgage Loan File.
Furthermore, the Trustee shall consider, and any Independent third party
shall be instructed to consider, all available objective third-party
information obtained from generally available sources, concerning the market
for distressed real estate loans and the real estate market for the subject
property type in the area where the related Mortgaged Property is located.
The reasonable costs of all appraisals, inspection reports and broker
opinions of value, reasonably incurred by the Trustee or any such third party
pursuant to this subsection shall be advanced by the Master Servicer and
shall constitute, and be reimbursable as, Servicing Advances (or if such
Advance is deemed to be a Nonrecoverable Advance such costs shall be
reimbursable as Additional Trust Fund Expenses from the Certificate Account
pursuant to Section 3.05(a)).  The other parties to this Agreement shall
cooperate with all reasonable requests for information.

            (g)   Unless and until the Purchase Option with respect to a
Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such
other resolution strategies available hereunder with respect to such
Defaulted Mortgage Loan, including, without limitation, workout and
foreclosure, as the Special Servicer may deem appropriate consistent with the
Servicing Standard; provided, however, the Special Servicer will not be
permitted to sell the Defaulted Mortgage Loan other than in connection with
the exercise of the related Purchase Option.

            (h)   In the event that title to any REO Property (other than the
REO Property relating to the 2005-C22 Serviced Mortgage Loan) is acquired by
the Trust Fund in respect of any Defaulted Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees.  The Special Servicer, after notice to the Controlling Class
Representative, shall use its reasonable best efforts to sell any such REO
Property as soon as practicable in accordance with Section 3.16(a).  If the
Special Servicer on behalf of the Trustee has not received an REO Extension
or an Opinion of Counsel described in Section 3.16(a) and the Special
Servicer is not able to sell such REO Property within the period specified
above, or if an REO Extension has been granted and the Special Servicer is
unable to sell such REO Property within the extended time period, the Special
Servicer shall, after consultation with the Controlling Class Representative,
before the end of such period or extended period, as the case may be, auction
the REO Property to the highest bidder (which may be the Special Servicer) in
accordance with the Servicing Standard.  The Special Servicer shall give the
Controlling Class Representative, the Master Servicer and the Trustee not
less than five days' prior written notice of its intention to sell any REO
Property, and in respect of such sale, the Special Servicer shall offer such
REO Property in a commercially reasonable manner.  Where any Interested
Person is among those bidding with respect to an REO Property, the Special
Servicer shall require that all bids be submitted in writing and be
accompanied by a refundable deposit of cash in an amount equal to 5% of the
bid amount.  No Interested Person shall be permitted to purchase the REO
Property at a price less than the Purchase Price; and provided, further,
that, if the Special Servicer intends to bid on any REO Property, (i) the
Special Servicer shall notify the Trustee of such intent, (ii) the Trustee
shall promptly obtain, at the expense of the Trust, an Appraisal of such REO
Property and (iii) the Special Servicer shall not bid less than the greater
of (a) the fair market value set forth in such Appraisal or (b) the Purchase
Price.

            (i)   Subject to the REMIC Provisions, the Special Servicer shall
act on behalf of the Trust Fund in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property
(other than the REO Property relating to the 2005-C22 Serviced Mortgage Loan)
or the exercise of a Purchase Option, including the collection of all amounts
payable in connection therewith.  Notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any REO Property (other than the REO
Property relating to the 2005-C22 Serviced Mortgage Loan) or purchase any
Defaulted Mortgage Loan.  Any sale of a Defaulted Mortgage Loan (pursuant to
a Purchase Option) or an REO Property shall be without recourse to, or
representation or warranty by, the Trustee, the Depositor, the Special
Servicer, the Master Servicer, any Mortgage Loan Seller or the Trust Fund.
Notwithstanding the foregoing, nothing herein shall limit the liability of
the Master Servicer, the Special Servicer or the Trustee to the Trust Fund
and the Certificateholders for failure to perform its duties in accordance
herewith.  None of the Special Servicer, the Master Servicer, the Depositor
or the Trustee shall have any liability to the Trust Fund or any
Certificateholder with respect to the price at which a Defaulted Mortgage
Loan is sold if the sale is consummated in accordance with the terms of this
Agreement.

            (j)   Upon exercise of a Purchase Option, the holder of such
Purchase Option shall be required to pay the purchase price specified in its
Purchase Option Notice to the Special Servicer within 10 Business Days of
exercising its Purchase Option.  The proceeds of any sale of a Defaulted
Mortgage Loan, after deduction of the expenses of such sale incurred in
connection therewith, shall be remitted by the Special Servicer to the Master
Servicer within one Business Day of receipt for deposit into the Certificate
Account.  The Special Servicer shall immediately notify the Trustee upon the
holder of the effective Purchase Option's failure to remit the purchase price
specified in its Purchase Option Notice pursuant to this Section 3.18(j).
Thereafter, the Special Servicer shall notify each holder of a Purchase
Option of such failure and such holder of a Purchase Option may then exercise
its Purchase Option in accordance with this Section 3.18.

            (k)   Notwithstanding anything herein to the contrary, the
Special Servicer shall not take or refrain from taking any action pursuant to
instructions from the Controlling Class Representative that would cause it to
violate applicable law or any term or provision of this Agreement, including
the REMIC Provisions and the Servicing Standard.

            (l)   The amount paid for a Defaulted Mortgage Loan (other than
the 2005-C22 Serviced Mortgage Loan) or REO Property (other than the REO
Property relating to the 2005-C22 Serviced Mortgage Loan) purchased under
this Agreement shall be deposited into the Certificate Account, or if
applicable, applied in accordance with the related Intercreditor Agreement
(except that portion of any purchase price constituting Gain-on-Sale Proceeds
which shall be deposited in the Gain-on-Sale Reserve Account).  Upon receipt
of an Officer's Certificate from the Master Servicer to the effect that such
deposit has been made, the Trustee shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as shall be
provided to it and are reasonably necessary to vest in the purchaser of such
Defaulted Mortgage Loan or REO Property ownership of the Defaulted Mortgage
Loan or REO Property.  The Custodian, upon receipt of a Request for Release,
shall release or cause to be released to the Master Servicer or Special
Servicer the related Mortgage File.  In connection with any such purchase,
the Special Servicer shall deliver the related Servicing File to the
purchaser of a Defaulted Mortgage Loan or related REO Property.

            (m)   Notwithstanding the foregoing, each mezzanine lender will
have the right to purchase the related Mortgage Loan and cure defaults
relating thereto as set forth in the related mezzanine intercreditor
agreement.

            Section 3.19      Additional Obligations of Master Servicer and
Special Servicer.

            (a)   The Master Servicer shall deposit in the Certificate
Account on each P&I Advance Date, without any right of reimbursement therefor
with respect to each Mortgage Loan (other than a Specially Serviced Mortgage
Loan and other than any Mortgage Loan for which the Special Servicer has
waived a prepayment restriction) that was subject to a voluntary Principal
Prepayment during the most recently ended Collection Period creating a
Prepayment Interest Shortfall, an amount equal to the lesser of (i) the
amount of the related Prepayment Interest Shortfall and (ii) the sum of (A)
the Master Servicing Fee (calculated for this purpose only at a rate of
0.0100% per annum) received by the Master Servicer during such Collection
Period on such Mortgage Loan and (B) investment income earned by the Master
Servicer on the related Principal Prepayment during the most recently ended
Collection Period; provided, however, to the extent any such Prepayment
Interest Shortfall is the result of the Master Servicer's failure to enforce
the applicable Mortgage Loan documents the amount in clause (A) shall include
the entire Master Servicing Fee on the applicable Mortgage Loan for such
Collection Period.

            (b)   The Master Servicer shall, as to each Mortgage Loan which
is secured by the interest of the related Mortgagor under a Ground Lease,
promptly (and in any event within 60 days of the Closing Date) notify the
related ground lessor in writing of the transfer of such Mortgage 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 provide to each Companion Holder
any reports or notices required to be delivered to such Companion Holder
pursuant to the related Intercreditor Agreement.

            Section 3.20      Modifications, Waivers, Amendments and Consents.

            (a)   Subject to Sections 3.20(b) through 3.20(n) below and
further subject to Sections 3.08(b) and 6.11 and further subject to any
applicable intercreditor agreement or similar agreement, the Master Servicer
(to the extent provided in Section 3.02(a) and Section 3.20(i) below) and the
Special Servicer may, on behalf of the Trustee, agree to any modification,
waiver or amendment of any term of any Mortgage Loan (including, subject to
Section 3.20(i), the lease reviews and lease consents related thereto)
without the consent of the Trustee or any Certificateholder.

            (b)   All modifications, waivers or amendments of any Mortgage
Loan (including, subject to Section 3.20(i), the lease reviews and lease
consents related thereto) shall be in writing and shall be considered and
effected in accordance with the Servicing Standard; provided, however, that
neither the Master Servicer nor the Special Servicer, as applicable, shall
make or permit or consent to, as applicable, any modification, waiver or
amendment of any term of any Mortgage Loan not otherwise permitted by this
Section 3.20 that would constitute a "significant modification" of such
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).

            (c)   Except as provided in 3.20(d) and the last sentence of
Section 3.02(a), the Special Servicer, on behalf of the Trustee, shall not
agree or consent to any modification, waiver or amendment of any term of any
Mortgage Loan that would:

               (i)      affect the amount or timing of any related payment of
      principal, interest or other amount (including Prepayment Premiums or
      Yield Maintenance Charges, but excluding Penalty Interest and 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 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 other than in
      connection with a taking of all or part of the related Mortgaged
      Property or REO Property for not less than fair market value by
      exercise of the power of eminent domain or condemnation or casualty or
      hazard losses with respect to such Mortgaged Property or REO Property;

               (iv)     if such Mortgage Loan is equal to or in excess of 5%
      of the then aggregate current principal balances of all Mortgage Loans
      or $35,000,000 (or, with respect to Moody's, $25,000,000), or is one of
      the ten largest Mortgage Loans by Stated Principal Balance as of such
      date, permit the transfer or transfers of (A) the related Mortgaged
      Property or any interest therein or (B) equity interests in the
      borrower or any equity owner of the borrower that would result, in the
      aggregate during the term of the related Mortgage Loan, in a transfer
      greater than 49% of the total interest in the borrower and/or any
      equity owner of the borrower or a transfer of voting control in the
      borrower or an equity owner of the borrower without the prior written
      confirmation from each Rating Agency that such changes will not result
      in the qualification, downgrade or withdrawal to the ratings then
      assigned to the Certificates;

               (v)      allow any additional lien on the related Mortgaged
      Property if such Mortgage Loan is equal to or in excess of 2% of the then
      aggregate current principal balances of the Mortgage Loans or $20,000,000,
      is one of the ten largest Mortgage Loans by Stated Principal Balance as of
      such date, or with respect to S&P only, has an aggregate Loan-to-Value
      Ratio that is equal to or greater than 85% or has an aggregate Debt
      Service Coverage Ratio that is less than 1.20x, without the prior written
      confirmation from each Rating Agency (as applicable) that such change will
      not result in the qualification, downgrade or withdrawal or the ratings
      then assigned to the Certificates; or

               (vi)     in the reasonable, good faith judgment of the Special
      Servicer, otherwise materially impair the security for such Mortgage
      Loan or reduce the likelihood of timely payment of amounts due thereon.

            (d)   Notwithstanding Section 3.20(c), but subject to the third
paragraph of this Section 3.20(d), and the rights of the Controlling Class
Representative and the rights (if any) of a Companion Holder (other than the
holder of the Hyatt Center Pari Passu Companion Loan) pursuant to the related
Intercreditor Agreement, the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Mortgage Loan by forgiving principal,
accrued interest or any Prepayment Premium or Yield Maintenance Charge,
(ii) reduce the amount of the Periodic Payment on any Specially Serviced
Mortgage 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
or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the
maturity date of any Specially Serviced Mortgage Loan (and the Master
Servicer may extend the maturity date of Mortgage Loans with an original
maturity of five years or less with the approval of the Controlling Class for
up to two (2) six-month extensions), or (v) accept a Principal Prepayment on
any Specially Serviced Mortgage Loan during any Lockout Period; provided that
(A) the related Mortgagor is in default with respect to the Specially
Serviced Mortgage Loan or, in the reasonable, good faith judgment of the
Special Servicer, such default is reasonably foreseeable, and (B) in the
reasonable, good faith judgment of the Special Servicer, such modification
would increase the recovery on the Mortgage Loan to Certificateholders on a
net present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at the related Net
Mortgage Rate).  In the case of every other modification, waiver or consent,
the Special Servicer shall determine and may rely on an Opinion of Counsel
(which Opinion of Counsel shall be an expense of the Trust Fund to the extent
not paid by the related Mortgagor) to the effect that such modification,
waiver or amendment would not both (1) effect an exchange or reissuance of
the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code
and (2) cause either of REMIC I or REMIC II to fail to qualify as a REMIC
under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions.

            In addition, notwithstanding Section 3.20(c), but subject to the
third paragraph of this Section 3.20(d), the Special Servicer may extend the
date on which any Balloon Payment is scheduled to be due in respect of a
Specially Serviced Mortgage Loan if the conditions set forth in the proviso
to the prior paragraph are satisfied and the Special Servicer has obtained an
Appraisal of the related Mortgaged Property, in connection with such
extension, which Appraisal supports the determination of the Special Servicer
contemplated by clause (B) of the proviso to the immediately preceding
paragraph.

            In no event will the Special Servicer (i) extend the maturity
date of a Mortgage Loan beyond a date that is two years prior to the Rated
Final Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to
less than the lesser of (A) the original Mortgage Rate of such Mortgage Loan,
(B) the highest Pass-Through Rate of any Class of Certificates (other than
the Class X Certificates) then outstanding and (C) a rate below the then
prevailing interest rate for comparable loans, as determined by the Special
Servicer, (iii) if the Mortgage Loan is secured by a Ground Lease (and not by
the corresponding fee simple interest), extend the maturity date of such
Mortgage Loan beyond a date which is less than 20 years prior to the
expiration of the term of such Ground Lease; (iv) defer interest due on any
Mortgage Loan in excess of 10% of the Stated Principal Balance of such
Mortgage Loan or defer the collection of interest on any Mortgage Loan
without accruing interest on such deferred interest at a rate at least equal
to the Mortgage Rate of such Mortgage Loan.

            The determination of the Special Servicer contemplated by
clause (B) of the proviso to the first paragraph of this
Section 3.20(d) shall be evidenced by an Officer's Certificate to such effect
delivered to the Trustee and the Master Servicer and describing in reasonable
detail the basis for the Special Servicer's determination.  The Special
Servicer shall append 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.

            (e)   Any payment of interest that is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance
or Stated Principal Balance of the related Mortgage Loan, notwithstanding
that the terms of such modification, 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 and this Agreement together with interest thereon.

            (f)   The Special Servicer or, with respect to clause (i) below,
the Master Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, 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 Mortgage Loan and
is permitted by the terms of this Agreement, 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 would not itself be a "significant modification" pursuant
to Treasury Regulations Section 1.1001-3(e)(2) and (ii) any related costs and
expenses incurred by it.  In no event shall the Master Servicer or the
Special Servicer be entitled to payment for such fees or expenses unless such
payment is collected from the related Mortgagor.

            (g)   The Special Servicer shall notify the Master Servicer, any
related Sub-Servicers, the Trustee, the Controlling Class Representative, the
Rating Agencies and with respect to any Co-Lender Loan, the related Companion
Holder, in writing, of any material modification, waiver or amendment of any
term of any Mortgage Loan (including fees charged the Mortgagor) and the date
thereof, and shall deliver to the Custodian for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within ten
Business Days) following the execution thereof.  Copies of each agreement
whereby any such modification, waiver or amendment of any term of any
Mortgage Loan is effected shall be made available for review upon prior
request during normal business hours at the offices of the Special Servicer
pursuant to Section 3.15 hereof.

            (h)   The Master Servicer shall not permit defeasance of any
Mortgage Loan to the extent inconsistent with the terms of such Mortgage
Loan.  Unless and to the extent the Master Servicer is precluded from
preventing such defeasance by the related Mortgage Loan documents or
otherwise (provided that the Master Servicer shall not allow such defeasance
to cause either of REMIC I or REMIC II created hereunder to fail to qualify
as a REMIC; provided, further, the Master Servicer may rely on an Opinion of
Counsel as provided for in (ii) below), the Master Servicer will not permit
defeasance of any Mortgage Loan, unless: (i) the defeasance collateral
consists of non-callable "government securities" within the meaning of the
Investment Company Act of 1940, (ii) the Master Servicer has determined that
the defeasance will not result in an Adverse REMIC Event (provided that the
Master Servicer shall be entitled to rely conclusively on an Opinion of
Counsel to that effect), (iii) the Master Servicer has notified the Rating
Agencies, (iv) to the extent the defeasance of the Mortgage Loan is required
by the then current applicable Rating Agency criteria to be reviewed by a
Rating Agency, such Rating Agency has confirmed that such defeasance will not
result in the qualification, downgrade or withdrawal of the rating then
assigned to any Class of Certificates to which a rating has been assigned by
such Rating Agency, (provided that no confirmation from S&P shall be required
if the Mortgage Loan being defeased, together with all Mortgage Loans
cross-collateralized with such Mortgage Loan, (i) is not one of the ten (10)
largest Mortgage Loans (or cross-collateralized groups of Mortgage Loans) by
Stated Principal Balance in the Trust Fund, and (ii) has a Stated Principal
Balance at the time of the defeasance that is less than $20,000,000 and less
than 5% of the aggregate Stated Principal Balance at the time of the
defeasance of the Mortgage Loans and the Master Servicer shall have delivered
a Defeasance Certificate substantially in the form of Exhibit N hereto),
(v) the Master Servicer has requested and received from the related Mortgagor
(A) an Opinion of Counsel generally to the effect that the Trustee will have
a perfected, first priority security interest in such defeasance collateral
and (B) written confirmation from a firm of Independent accountants stating
that payments made on such defeasance collateral in accordance with the terms
thereof will be sufficient to pay the subject Mortgage Loan in full on or
before its Stated Maturity Date and in accordance with the Periodic Payment
(or, in the case of an ARD Loan, on or before its Anticipated Repayment Date)
and to timely pay each Periodic Payment scheduled to be due on or prior
thereto but after the defeasance and (vi) a single purpose entity (as defined
below) is designated to assume the Mortgage Loan and own the defeasance
collateral; provided that, if under the terms of the related Mortgage Loan
documents, the related Mortgagor delivers cash to purchase the defeasance
collateral rather than the defeasance collateral itself, the Master Servicer
shall purchase the U.S. government obligations contemplated by the related
Mortgage Loan documents on behalf of the related Mortgagor.  Any customary
and reasonable out-of-pocket expense incurred by the Master Servicer pursuant
to this Section 3.20(h) shall be paid by the Mortgagor of the defeased
Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other
pertinent document.  Notwithstanding the foregoing, if at any time, a court
with jurisdiction in the matter shall hold that the related Mortgagor may
obtain a release of the subject Mortgaged Property but is not obligated to
deliver the full amount of the defeasance collateral contemplated by the
related Mortgage Loan documents (or cash sufficient to purchase such
defeasance collateral), then the Master Servicer shall (i) if consistent with
the related Mortgage Loan documents, refuse to allow the defeasance of the
Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the
related Mortgagor has delivered cash to purchase the defeasance collateral,
the Master Servicer shall either (A) buy such defeasance collateral or (B)
prepay the Mortgage Loan, in either case, in accordance with the Servicing
Standard.  For purposes of this paragraph, a "single purpose entity" shall
mean a Person, other than an individual, whose organizational documents
provide as follows: it is formed solely for the purpose of owning and
pledging Defeasance Collateral related to one or more of the Mortgage Loans;
it may not engage in any business unrelated to such Defeasance Collateral and
the financing thereof; it does not have and may not own any assets other than
those related to its interest in the Defeasance Collateral or the financing
thereof and may not incur any indebtedness other than as permitted by the
related Mortgage or Mortgages; it shall maintain its own books, records and
accounts, in each case which are separate and apart from the books, records
and accounts of any other person; it shall hold regular meetings, as
appropriate, to conduct its business, and shall observe all entity-level
formalities and record keeping; it shall conduct business in its own name and
use separate stationery, invoices and checks; it may not guarantee or assume
the debts or obligations of any other person other than in connection with
the defeasance of a Mortgage Loan; it shall not commingle its assets or funds
with those of any other person; it shall pay its obligations and expenses
from its own funds and allocate and charge reasonably and fairly any common
employees or overhead shared with affiliates; it shall prepare separate tax
returns and financial statements or, if part of a consolidated group, shall
be shown as a separate member of such group; it shall transact business with
affiliates on an arm's length basis pursuant to written agreements; and it
shall hold itself out as being a legal entity, separate and apart from any
other person.  The single purpose entity organizational documents shall
provide that any dissolution and winding up or insolvency filing for such
entity requires the unanimous consent of all partners or members, as
applicable, and that such documents may not be amended with respect to the
single purpose entity requirements during the term of the Mortgage Loan.

            (i)   For any Mortgage Loan (other than a Specially Serviced
Mortgage Loan or the 2005-C22 Serviced Mortgage Loan) and subject to the
rights of the Special Servicer set forth in this Section 3.20, the Master
Servicer, without the consent of the Special Servicer or the Controlling
Class Representative, shall be responsible for any request by a Mortgagor for
the consent of the mortgagee for a modification, waiver or amendment of any
term with respect to:

               (i)      approving routine leasing activity (including any
      subordination, standstill and attornment agreements) with respect to
      any lease for less than the lesser of (a) 20,000 square feet and
      (b) 20% of the related Mortgaged Property;

               (ii)     approving 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 Mortgage Loan does not have an outstanding principal
      balance in excess of $5,000,000 and (C) the subject Mortgaged Property
      does not secure a Companion Loan;

               (iii)    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;

               (iv)     approving annual budgets for the related Mortgaged
      Property; provided that no such budget (1) provides for the payment of
      operating expenses in an amount equal to more than 110% of the amounts
      budgeted therefor for the prior year or (2) provides for the payment of
      any material expenses to any affiliate of the Mortgagor (other than the
      payment of a management fee to any property manager if such management
      fee is no more than the management fee in effect on the Cut-Off Date);

               (v)      subject to other restrictions herein regarding Principal
      Prepayments, waiving any provision of a Mortgage Loan requiring a
      specified number of days notice prior to a Principal Prepayment;

               (vi)     approving modifications, consents or waivers (other
      than those set forth in Section 3.20(c)) in connection with a
      defeasance permitted by the terms of the related Mortgage Loan if the
      Master Servicer receives an Opinion of Counsel (which Opinion of
      Counsel shall be an expense of the Mortgagor) to the effect that such
      modification, waiver or consent would not cause either REMIC to fail to
      qualify as a REMIC under the Code or result in a "prohibited
      transaction" under the REMIC Provisions; and

               (vii)    consent to subject the related Mortgaged Property to
      an easement or right-of-way for utilities, access, parking, public
      improvements or another purpose, and may consent to subordination of
      the related Mortgage Loan to such easement or right-of-way provided the
      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 such Mortgaged Property or cause the
      Mortgage Loan to cease to be a "qualified mortgage" for REMIC purposes;

provided, however, if the Mortgage Loan is a Co-Lender Loan, the Master
Servicer shall provide written notice of such modification, waiver and
amendment to the related Companion Holder to the extent required under the
related Intercreditor Agreement; provided, further, that the Master Servicer
shall promptly notify the Special Servicer of any requests not subject to
this Section 3.20(i) for which the Special Servicer is responsible pursuant
to this Section 3.20 and shall deliver to the Special Servicer (which
delivery may be by electronic transmission in a format acceptable to the
Master Servicer and Special Servicer) a copy of the request, and all
information in the possession of the Master Servicer that the Special
Servicer may reasonably request related thereto.

            (j)   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 attached
Exhibit F 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 ten (10) Business Days of the Special Servicer's receipt of
such request).  For purposes of this Agreement, "disbursement of earnouts or
holdback amounts" shall mean the disbursement or funding to a Mortgagor of
previously unfunded, escrowed or otherwise reserved portions of the loan
proceeds of the applicable Mortgage Loan until certain conditions precedent
thereto relating to the satisfaction of performance related criteria (i.e.,
project reserve thresholds, lease-up requirements, sales requirements, etc.)
as set forth in the applicable Mortgage Loan documents, have been satisfied.

            (k)   To the extent that either the Master Servicer or Special
Servicer waives any Penalty Interest or late charge in respect of any
Mortgage Loan, whether pursuant to Section 3.02(a) or this Section 3.20, the
respective amounts of additional servicing compensation payable to the Master
Servicer and the Special Servicer under Section 3.11 out of such Penalty
Interest or late payment charges shall be reduced proportionately, based upon
the respective amounts that had been payable thereto out of such Penalty
Interest or late payment charges immediately prior to such waiver.

            (l)   Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall
take the following action unless it has received prior written confirmation
(the cost of which shall be paid by the related Mortgagor, if so allowed by
the terms of the related loan documents) from the Rating Agencies that such
action will not result in a qualification, downgrade or withdrawal of any of
the ratings assigned by such Rating Agency to the Certificates:

               (i)      With respect to any Mortgaged Property that secures a
      Mortgage Loan with an unpaid principal balance that is at least equal
      to five percent (5%) of the then aggregate principal balance of all
      Mortgage Loans or $20,000,000, the giving of any consent, approval or
      direction regarding the termination of the related property manager or
      the designation of any replacement property manager; and

               (ii)     With respect to each Mortgage Loan with an unpaid
      principal balance that is equal to or greater than (A) two percent (2%)
      of the then aggregate principal balance of all the Mortgage Loans or
      (B) $10,000,000 and which is secured by a Mortgaged Property which is a
      hospitality property, the giving of any consent to any change in the
      franchise affiliation of such Mortgaged Property.

            (m)   In the event the Special Servicer, in connection with a
modification, waiver or amendment in respect of any Co-Lender Loan (other
than the 2005-C22 Serviced Mortgage Loan), modifies, waives or amends the
terms thereof such that (i) the Stated Principal Balance is decreased,
(ii) the Mortgage Rate is reduced, (iii) payments of interest or principal
are waived, reduced or deferred or (iv) any other adjustment is made to any
of the terms of such Co-Lender Loan, all payments made in respect of the
related Mortgage Loan shall be made as though such modification, waiver or
amendment did not occur, with the payment terms of such Co-Lender Loan
remaining the same as they are on the related Cut Off Date, and the related
Subordinate Companion Loan(s) shall bear the full economic effect of all
waivers, reductions or deferrals of amounts due on such Co-Lender Loan
attributable to such modification, waiver or amendment.

            (n)   Subject to the terms of the related Intercreditor
Agreement, the Master Servicer may extend the maturity date of Mortgage Loans
with an original maturity of five years or less with the approval of the
Controlling Class Representative for up to two six-month extensions.

            Section 3.21      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 Mortgage Loan (other than the 2005-C22 Serviced
Mortgage Loan), the Master Servicer or Special Servicer, as applicable, shall
promptly notify the Trustee and Master Servicer or Special Servicer, as
applicable, and, if the Master Servicer is not also the Special Servicer, the
Master Servicer shall immediately deliver or cause to be delivered a copy of
the related Mortgage File and 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 the Mortgage Loan and, if applicable the related Companion 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, 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.  Notwithstanding the occurrence
of a Servicing Transfer Event, the Master Servicer shall continue to receive
payments on such Mortgage Loan (including amounts collected by the Special
Servicer).

            Upon determining that a Specially Serviced Mortgage Loan has
become a Corrected Mortgage Loan and if the Master Servicer is not also the
Special Servicer, the Special Servicer shall immediately give notice thereof
to the Master Servicer, and shall return the related Mortgage File and
Servicing File and all other information, documents and records that were not
part of the Servicing File when it was delivered to the Special Servicer
within five Business Days of the occurrence, 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 Mortgage Loan, and, if applicable, the
Companion Loan, and the Special Servicer's right to receive the Special
Servicing Fee with respect to such Mortgage Loan shall terminate, and the
obligations of the Master Servicer to service and administer such Mortgage
Loan and, if applicable, the related Companion Loan shall resume.

            (b)   In servicing any Specially Serviced Mortgage Loans, the
Special Servicer shall provide to the Custodian originals of 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 copies of any additional related Mortgage Loan information,
including correspondence with the related Mortgagor.

            (c)   On or before each Determination Date, the Special Servicer
shall deliver to the Master Servicer 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) describing, on a loan-by-loan and property-by-property
basis, (1) insofar as it relates to Specially Serviced Mortgage Loans and REO
Properties, the information described in clauses (x) through (xiii) of
Section 4.02(a) and, insofar as it relates to the Special Servicer, the
information described in clauses (xxiv), (xxv) and (xxvi) of Section 4.02(a),
(2) the amount of all payments, Insurance Proceeds and Liquidation Proceeds
received, and the amount of any Realized Loss incurred, with respect to each
Specially Serviced Mortgage Loan during the related Collection Period, and
the amount of all REO Revenues, Insurance 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 requested by the Special Servicer with
respect to each Specially Serviced Mortgage Loan and REO Property during the
related Collection Period and (4) such additional information relating to the
Specially Serviced Mortgage 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 Mortgage 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.

            (d)   No later than 60 days after a Mortgage Loan and, if
applicable, Companion Loan becomes a Specially Serviced Mortgage Loan, the
Special Servicer shall deliver to each Rating Agency, the Trustee, the Master
Servicer and the Controlling Class Representative (and, in the case of a
Co-Lender Loan, the related Companion Holder), a report (the "Asset Status
Report") with respect to such Mortgage Loan and the related Mortgaged
Property.  Such Asset Status Report shall set forth the following information
to the extent reasonably determinable:

               (i)      summary of the status of such Specially Serviced
      Mortgage Loan and negotiations with the related Mortgagor;

               (ii)     a discussion of the legal and environmental
      considerations reasonably known to the Special Servicer, consistent
      with the Servicing Standard, that are applicable to the exercise of
      remedies as aforesaid and to the enforcement of any related guaranties
      or other collateral for the related Specially Serviced Mortgage Loan
      and whether outside legal counsel has been retained;

               (iii)    the most current rent roll and income or operating
      statement available for the related Mortgaged Property;

               (iv)     the Appraised Value of the Mortgaged Property
      together with the assumptions used in the calculation thereof;

               (v)      summary of the Special Servicer's recommended action
      with respect to such Specially Serviced Mortgage Loan; and

               (vi)     such other information as the Special Servicer deems
      relevant in light of the Servicing Standard.

            Any Asset Status Report with respect to a Co-Lender Loan shall
also include any additional information required by the related Intercreditor
Agreement.  In addition, with respect to a Co-Lender Loan, the Controlling
Class Representative's approval or disapproval of any actions recommended by
such Asset Status Report relating to such Co-Lender Loan will be subject to
the rights of the related Companion Holder pursuant to the terms of the
related Intercreditor Agreement.

            If within ten (10) Business Days of receiving an Asset Status
Report which relates to a recommended action for which the Controlling Class
Representative is entitled to object under Section 6.11, the Controlling
Class Representative does not disapprove such Asset Status Report in writing,
the Special Servicer shall implement the recommended action as outlined in
such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing
Standard, or the terms of the applicable Mortgage Loan documents.  If the
Controlling Class Representative disapproves such Asset Status Report, the
Special Servicer will revise such Asset Status Report and deliver to the
Controlling Class Representative, the Rating Agencies and the Master Servicer
a new Asset Status Report as soon as practicable, but in no event later than
30 days after such disapproval.

            The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(d) until the Controlling Class
Representative shall fail to disapprove such revised Asset Status Report in
writing within ten (10) Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes one of the determinations
described below. The Special Servicer may, from time to time, modify any
Asset Status Report it has previously delivered and implement such report;
provided such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section.  Notwithstanding the foregoing, the
Special Servicer (i) may, following the occurrence of an extraordinary event
with respect to the related Mortgaged Property, take any action set forth in
such Asset Status Report (and consistent with the terms hereof) before the
expiration of a ten (10) Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders or, if a Loan Pair
is involved, the Certificateholders and the related Companion Holders, (as a
collective whole) and it has made a reasonable effort to contact the
Controlling Class Representative and (ii) in any case, shall determine
whether such affirmative disapproval is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard.

            Upon making such determination in clause (ii) of the immediately
preceding paragraph, the Special Servicer shall notify the Trustee of such
rejection and deliver to the Trustee a proposed notice to Certificateholders
which shall include a copy of the Asset Status Report, and the Trustee shall
send such notice to all Certificateholders.  If the majority of such
Certificateholders, as determined by Voting Rights, fail, within 5 days of
the Trustee's sending such notice, to reject such Asset Status Report, the
Special Servicer shall implement the same.  If the Asset Status Report is
rejected by a majority of the Certificateholders, (other than for a reason
which violates the Servicing Standard, which shall control), the Special
Servicer shall revise such Asset Status Report as described above in this
Section 3.21(d) and provide a copy of such revised report to the Master
Servicer.  The Trustee shall be entitled to reimbursement from the Trust Fund
for the reasonable expenses of providing such notices.  Notwithstanding the
foregoing, the Controlling Class Representative's approval of or failure to
respond to an Asset Status Report shall not be deemed to be a substitute for
any specific consent required pursuant to Section 6.11(a).

            The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standard, the terms hereof and the related
Asset Status Report.  The Special Servicer shall not take any action
inconsistent with the related Asset Status Report, unless such action would
be required in order to act in accordance with the Servicing Standard.

            No direction of the Controlling Class Representative or the
majority of the Certificateholders shall (a) require or cause the Special
Servicer to violate the terms of a Specially Serviced Mortgage Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of REMIC I and REMIC II, (b) result in the
imposition of a "prohibited transaction" or "prohibited contribution" tax
under the REMIC Provisions or (c) expose the Master Servicer, the Special
Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust Fund or
the Trustee or the officers and the directors of each party to claim, suit or
liability or (d) expand the scope of the Master Servicer's, Trustee's or
Special Servicer's responsibilities under this Agreement.  Notwithstanding
the foregoing, it is agreed and acknowledged that, with respect to the
Co-Lender Loans, the holders of the Companion Loans have certain consent and
direction rights in the related Intercreditor Agreements, but nothing herein
shall be construed to prevent the Controlling Class Representative from
consulting on a non-binding basis with the Special Servicer about any
applicable Mortgage Loan.

            Section 3.22      Sub-Servicing Agreements.

            (a)   The Master Servicer and the Special Servicer (and, with
respect to the Special Servicer, only with the consent of the Controlling
Class Representative) may enter into Sub-Servicing Agreements to provide for
the performance by third parties of any or all of their respective
obligations hereunder; 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 and includes events of default with respect to the
Sub-Servicer substantially similar to the Events of Default set forth in
Section 7.01(a) hereof (other than Section 7.01(a)(ix) and (x) to the extent
applicable (modified to apply to the Sub-Servicer instead of the Master
Servicer); (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, without limitation, by reason of an Event of Default),
the Trustee or its designee may thereupon assume all of the rights and,
except to the extent such obligations 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 (except with respect only to the Sub-Servicing
Agreements in effect as of the date of this Agreement) may terminate such
Sub-Servicing Agreement without cause and without payment of any penalty or
termination fee (other than the right of reimbursement and indemnification);
(iii) provides that the Trustee, for the benefit of the Certificateholders,
shall 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 Trustee,
the Trust Fund, any successor Master Servicer or Special Servicer, 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 Mortgage Loan pursuant to this Agreement to terminate such agreement with
respect to such purchased Mortgage Loan at its option and without penalty;
(v) with respect to any Sub-Servicing Agreement entered into by the Special
Servicer, does not permit the Sub-Servicer to enter into or consent to any
modification, waiver or amendment or otherwise take any action on behalf of
the Special Servicer contemplated by Section 3.20 hereof without the consent
of such Special Servicer or conduct any foreclosure action contemplated by
Section 3.09 hereof or sale of a Mortgage Loan or REO Property contemplated
by Section 3.18 hereof; (vi) does not permit the Sub-Servicer any direct
rights of indemnification that may be satisfied out of assets of the Trust
Fund; and (vii) with respect to any Sub-Servicing Agreement entered into
after the Closing Date and prior to the date upon which the Trust Fund's
Exchange Act reporting obligations are terminated by the filing of a Form 15
Suspension Notice as contemplated by Section 8.17(m), such Sub-Servicer is
not a Prohibited Party.  In addition, each Sub-Servicing Agreement entered
into by the Master Servicer shall provide that such agreement shall be
subject to Section 3.21 hereof with respect to any Mortgage Loan that becomes
a Specially Serviced Mortgage Loan.  The Master Servicer and the Special
Servicer shall each deliver to the Trustee and to each other copies of all
Sub-Servicing Agreements, and any amendments thereto and modifications
thereof, entered into by it promptly upon its execution and delivery of such
documents.  References in this Agreement to actions taken or to be taken by
the 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 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 3.03(d) and 4.03(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 and the Depositor in writing promptly of the appointment
by it of any Sub-Servicer.

            (b)   Each Sub-Servicer shall be authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law.

            (c)   The Master Servicer and the Special Servicer, for the
benefit of the Trustee and the Certificateholders, shall (at no expense to
the Trustee, the Certificateholders or the Trust Fund) monitor the
performance and enforce the obligations of their respective Sub-Servicers
under the related Sub-Servicing Agreements.  Such enforcement, including,
without limitation, 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 Mortgage Loans.  Subject to the terms of the related
Sub-Servicing Agreement, the Master Servicer and the Special Servicer may
each have the right to remove a Sub-Servicer at any time it considers such
removal to be in the best interests of Certificateholders.

            (d)   In the event of the resignation, removal or other
termination of Wachovia Bank, National Association, 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 date of this
Agreement: (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 without limitation 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 in which
case the existing Sub-Servicing Agreement shall remain in effect); or
(iii) to terminate the Sub-Servicing Agreement if an Event of Default (as
defined in such Sub-Servicing Agreement) has occurred and is continuing or
otherwise in accordance with the Sub-Servicing Agreement, in each case
without paying any Sub-Servicer termination fee.

            Each Sub-Servicing Agreement will provide, among other things,
that the Master Servicer and its successors may at its sole option, terminate
any rights the Sub-Servicer may have thereunder with respect to any or all
Mortgage Loans if S&P or Moody's (i) reduces the rating assigned to one or
more Classes of the respective Certificates as a result of the sub-servicing
of the Mortgage Loans by the Sub-Servicer, or (ii) advises the Master
Servicer or the Trustee in writing that it will cause a qualification,
downgrade or withdrawal of such rating due to the continued servicing by the
Sub-Servicer.

            (e)   Notwithstanding any Sub-Servicing Agreement, the Master
Servicer and the Special Servicer shall remain obligated and liable to the
Trustee and the Certificateholders 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 Mortgage Loans or REO Properties
for which it is responsible.

            (f)   The Special Servicer shall not enter into a Sub-Servicing
Agreement unless it receives the consent of the Controlling Class
Representative and each Rating Agency has confirmed in writing that the
execution of such agreement will not result in a qualification, downgrade, or
withdrawal of the then-current ratings on the outstanding Certificates or
such Sub-Servicing Agreement relates to a Mortgage Loan or Mortgage Loans
(along with any Mortgage Loans previously sub-serviced pursuant to this
section) that represent less than 25% of the outstanding principal balance of
all Specially Serviced Mortgage Loans.  The Special Servicer shall comply
with the terms of each such Sub-Servicing Agreement to the extent the terms
thereof are not inconsistent with the terms of this Agreement and the Special
Servicer's obligations hereunder.

            (g)   The Master Servicer shall cause any Sub-Servicer engaged by
the Master Servicer (or by any Sub-Servicer) for the benefit of the Depositor
and the Trustee to comply with the provisions of this Section 3.22 and with
Section 8.17 of this Agreement to the same extent as if such Sub-Servicer
were the Master Servicer, and to provide the information required with
respect to such Sub-Servicer under this Section 3.22.  The Master Servicer
shall be responsible for obtaining from each such Sub-Servicer and delivering
to the Trustee and any applicable Persons any servicer compliance statement
required to be delivered by such Sub-Servicer under Section 3.13 and any
assessment of compliance report and related accountant's attestation required
to be delivered by such Sub-Servicer under Section 3.14, in each case, as and
when required to be delivered.

            (h)   Each of the Master Servicer, the Special Servicer, the
Sub-Servicer and the Trustee (each of the Master Servicer, the Special
Servicer and the Trustee and each Sub-Servicer, for purposes of this
paragraph and the succeeding 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 and the
Trustee a written description (in form and substance satisfactory to the
Depositor) of the role and function of each Subcontractor utilized by such
Servicer, specifying (i) the identity of each Subcontractor, (ii) which (if
any) of such Subcontractors are Servicing Participants, and (iii) which
elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (ii)
of this paragraph.  As a condition to the utilization by such Servicer of any
Subcontractor determined to be a Servicing Participant, such Servicer shall
cause any such Subcontractor used by such Servicer for the benefit of the
Depositor and the Trustee to comply with the provisions of Sections 3.13,
3.14 and 8.17 of this Agreement to the same extent as if such Subcontractor
were such Servicer.  Such Servicer shall be responsible for obtaining 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 3.13, Section 3.14 and
Section 3.17, in each case, as and when required to be delivered.

            (i)   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 any such affiliate or third-party vendor meets the
criteria in Item 1108(a)(2)(i) or (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) or (ii) or (iii) of
Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer
for purposes of this Agreement, 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 Sub-Servicing Agreement.  No
Sub-Servicing Agreement shall be effective until 30 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 pursuant to Section 8.17.

            Section 3.23      Representations and Warranties of Master
Servicer and Special Servicer.

            (a)   Wachovia Bank, National Association, in its capacity as
Master Servicer, hereby represents and warrants to the Trustee, for its own
benefit and the benefit of the Certificateholders and the Companion Holders,
and to the Depositor and the Special Servicer, as of the Closing Date, that:

               (i)      The Master Servicer is a national banking association,
      duly organized under the laws of the United States of America, 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 articles of association or by-laws 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 by
      which it is bound.

               (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 receivership, insolvency, reorganization,
      moratorium and other laws affecting the enforcement of creditors'
      rights generally and the rights of creditors of banks, 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
      that would prohibit the Master Servicer from entering into this
      Agreement or, in the Master Servicer's good faith and reasonable
      judgment, is likely to materially and adversely affect either the
      ability of the Master Servicer to perform its obligations under this
      Agreement or the financial condition of the Master Servicer, calculated
      on a consolidated basis.

               (vii)    Each officer, director, employee, consultant or
      advisor of the Master Servicer with responsibilities concerning the
      servicing and administration of Mortgage Loans is covered by errors and
      omissions insurance in the amounts and with the coverage as, and to the
      extent, required by Section 3.07(c).

               (viii)   The net worth of the Master Servicer (or, in the case
      of the initial Master Servicer, the consolidated net worth thereof and
      of its direct or indirect parent), determined in accordance with
      generally accepted accounting principles, is not less than $15,000,000.

               (ix)     Any consent, approval, authorization or order of any
      court or governmental agency or body required for the execution,
      delivery and performance by the Master Servicer of or compliance by the
      Master Servicer with this Agreement or the consummation of the
      transactions contemplated by this Agreement has been obtained and is
      effective.

               (x)      The Master Servicer possesses the fidelity bond required
      pursuant to Section 3.07(c) of this Agreement.

            (b)   LNR Partners, Inc. in its capacity as Special Servicer,
hereby represents and warrants to the Trustee, for its own benefit and the
benefit of the Certificateholders and the Companion Holders, and to the
Depositor and the Master Servicer, as of the Closing Date, that:

               (i)      LNR Partners, Inc. is a corporation duly organized under
      the laws of the State of Florida, validly existing and LNR Partners,
      Inc. 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 LNR
      Partners, Inc., and the performance and compliance with the terms of
      this Agreement by LNR Partners, Inc., will not violate LNR Partners,
      Inc.'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 by which it is bound.

               (iii)    LNR Partners, Inc. 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 LNR Partners, Inc., enforceable against
      LNR Partners, Inc. 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)     LNR Partners, Inc. 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 LNR Partners,
      Inc.'s good faith and reasonable judgment, is likely to affect
      materially and adversely either the ability of LNR Partners, Inc. or to
      perform its obligations under this Agreement or the financial condition
      of LNR Partners, Inc..

               (vi)     No litigation is pending or, to the best of LNR
      Partners, Inc.'s knowledge, threatened, against LNR Partners, Inc. the
      outcome of which in LNR Partners, Inc.'s good faith and reasonable
      judgment could reasonably be expected to prohibit the Special Servicer
      from entering into this Agreement or, in LNR Partners, Inc.'s good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of LNR Partners, Inc. to perform its
      obligations under this Agreement or the financial condition of LNR
      Partners, Inc.

               (vii)    Each officer, director and employee of LNR Partners,
      Inc. and each consultant or advisor of LNR Partners, Inc. with
      responsibilities concerning the servicing and administration of
      Mortgage Loans is covered by errors and omissions insurance in the
      amounts and with the coverage required by Section 3.07(c).

               (viii)   Any consent, approval, authorization or order of any
      court or governmental agency or body required for the execution,
      delivery and performance by LNR Partners, Inc. of or compliance by LNR
      Partners, Inc. with this Agreement or the consummation of the
      transactions contemplated by this Agreement has been obtained and is
      effective.

               (ix)     LNR Partners, Inc. possesses all insurance required
      pursuant to Section 3.07(c) of this Agreement.

            (c)   The representations and warranties of Wachovia Bank,
National Association as Master Servicer, set forth in Section 3.23(a), and
the representations and warranties of LNR Partners, Inc. as Special Servicer,
set forth in Section 3.23(b) shall, respectively, 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 to the other parties hereto.

            Section 3.24      Sub-Servicing Agreement Representation and
Warranty.

            The Master Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Special Servicer, as of the
Closing Date, that each Sub-Servicing Agreement satisfies the requirements
for such Sub-Servicing Agreements set forth in Sections 3.22(a) and the
second paragraph of 3.22(d) in all material respects.

            Section 3.25      Designation of Controlling Class Representative.

            (a)   The Holders (or, in the case of Book-Entry Certificates,
the Certificate Owners) of Certificates representing more than 50% of the
Class Principal Balance of the Controlling Class shall be entitled in
accordance with this Section 3.25 to select a representative having the
rights and powers specified in this Agreement (including those specified in
Section 6.11) or to replace an existing Controlling Class Representative.
The advisor referred to above is referred to herein as the "Controlling Class
Representative".  Upon (i) the receipt by the Trustee of written requests for
the selection of a Controlling Class Representative from the Holders (or, in
the case of Book-Entry Certificates, the Certificate Owners) of Certificates
representing more than 50% of the Class Principal Balance of the Controlling
Class, (ii) the resignation or removal of the Person acting as Controlling
Class Representative or (iii) a determination by the Trustee that the
Controlling Class has changed, the Trustee shall promptly notify the
Depositor and the Holders (and, in the case of Book-Entry Certificates, to
the extent actually known to a Responsible Officer of the Trustee or
identified thereto by the Depository or the Depository Participants, the
Certificate Owners) of the Controlling Class that they may select a
Controlling Class Representative.  Such notice shall set forth the process
for selecting a Controlling Class Representative, which shall be the
designation of the Controlling Class Representative by the Holders (or
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class by a writing delivered to the
Trustee.  No appointment of any Person as a Controlling Class Representative
shall be effective until such Person provides the Trustee and the Master
Servicer with written confirmation of its acceptance of such appointment, an
address and telecopy number for the delivery of notices and other
correspondence and a list of officers or employees of such Person with whom
the parties to this Agreement may deal (including their names, titles, work
addresses and telecopy numbers).  American Capital Strategies, Ltd., or an
affiliate, shall be the initial Controlling Class Representative without need
for further designation or notice.

            Notwithstanding anything in this Section 3.25(a), the holders of
the Companion Loans have certain consent and direction rights pursuant to the
terms of the related Intercreditor Agreements as incorporated in this
Agreement, and this Section shall not supersede any such rights, but nothing
herein shall be construed to limit the right of the Controlling Class
Representative to consult on a non-binding basis with the Special Servicer
about any applicable Mortgage Loan.

            (b)   Within ten (10) Business Days (or as soon thereafter as
practicable if the Controlling Class consists of Book-Entry Certificates) of
receiving a request therefor from the Master Servicer or Special Servicer,
the Trustee shall, to the extent in its possession, deliver to the requesting
party the identity of the Controlling Class Representative and a list of each
Holder (or, in the case of Book-Entry Certificates, to the extent actually
known to a Responsible Officer of the Trustee or identified thereto by the
Depository or the Depository Participants, each Certificate Owner) of the
Controlling Class, including, in each case, names and addresses.  With
respect to such information, the Trustee shall be entitled to conclusively
rely on information provided to it by the Depository, and the Master Servicer
and the Special Servicer shall be entitled to rely on such information
provided by the Trustee with respect to any obligation or right hereunder
that the Master Servicer and the Special Servicer may have to deliver
information or otherwise communicate with the Controlling Class
Representative or any of the Holders (or, if applicable, Certificate Owners)
of the Controlling Class.  In addition to the foregoing, within two (2)
Business Days of the selection, resignation or removal of a Controlling Class
Representative, the Trustee shall notify the other parties to this Agreement
of such event.  The expenses incurred by the Trustee in connection with
obtaining information from the Depository or Depository Participants with
respect to any Book-Entry Certificate shall be expenses of the Trust Fund
payable out of the Certificate Account pursuant to Section 3.05(a).

            (c)   A Controlling Class Representative may at any time resign
as such by giving written notice to the Trustee and to each Holder (or, in
the case of Book-Entry Certificates, Certificate Owner) of the Controlling
Class.  The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled to remove any
existing Controlling Class Representative by giving written notice to the
Trustee and to such existing Controlling Class Representative.

            (d)   Once a Controlling Class Representative has been selected
pursuant to this Section 3.25, each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Trustee and each other
Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class, in writing, of the resignation or removal of such
Controlling Class Representative.

            (e)   Any and all expenses of the Controlling Class
Representative shall be borne by the Holders (or, if applicable, the
Certificate Owners) of Certificates of the Controlling Class, pro rata
according to their respective Percentage Interests in such Class, and not by
the Trust Fund.  Notwithstanding the foregoing, if a claim is made against
the Controlling Class Representative by a Mortgagor with respect to this
Agreement or any particular Mortgage Loan, the Controlling Class
Representative shall immediately notify the Trustee, the Master Servicer and
the Special Servicer, whereupon (if the Special Servicer or the Trust Fund
are also named parties to the same action and, in the reasonable judgment of
the Special Servicer, (i) the Controlling Class Representative had acted in
good faith, without negligence or willful misfeasance with regard to the
particular matter, and (ii) there is no potential for the Special Servicer or
the Trust Fund to be an adverse party in such action as regards the
Controlling Class Representative) the Special Servicer on behalf of the Trust
Fund shall, subject to Section 6.03, assume the defense of any such claim
against the Controlling Class Representative.  This provision shall survive
the termination of this Agreement and the termination or resignation of the
Controlling Class Representative.

            (f)   All rights to, and requirements for, information or notice
(including, but not limited to the delivery of information, notice or access
to information) provided to the Controlling Class Representative or
Certificateholders, in general contained in this Agreement shall also apply
to each Companion Holder (provided such Companion Holder is not a Mortgagor
or an affiliate of a Mortgagor) with respect to information relating to the
related Co-Lender Loan (but, in the case of information relating to a
Co-Lender Loan, excluding the fair value determination thereof).

            Section 3.26      Companion Paying Agent.

            (a)   The Master Servicer shall be the initial Companion Paying
Agent hereunder.  The Companion Paying Agent undertakes to perform such
duties and only such duties as are specifically set forth herein.  The
Companion Paying Agent shall promptly make available to the Companion Holders
(other than the holder of the Companion Loan relating to the 2005-C22
Serviced Mortgage Loan) all reports available to the Companion Paying Agent
that the Trustee has made available to Certificateholders under this
Agreement.

            (b)   No provision of this Agreement shall be construed to
relieve the Companion Paying Agent from liability for its own negligent
failure to act, bad faith or its own willful misfeasance; provided, however,
that the duties and obligations of the Companion Paying Agent shall be
determined solely by the express provisions of this Agreement, the Companion
Paying Agent shall not be liable except for the performance of such duties
and obligations, no implied covenants or obligations shall be read into this
Agreement against the Companion Paying Agent and, in the absence of bad faith
on the part of the Companion Paying Agent, the Companion Paying Agent may
conclusively rely, as to the truth and correctness of the statements or
conclusions expressed therein, upon any resolutions, certificates,
statements, opinions, reports, documents, orders or other instrument
furnished to the Companion Paying Agent by any Person and which on their face
do not contradict the requirements of this Agreement.

            (c)   If the Companion Paying Agent is also the Master Servicer,
upon the resignation or removal of the Master Servicer pursuant to this
Agreement, the Companion Paying Agent shall be deemed simultaneously to
resign or be removed.

            (d)   This Section shall survive the termination of this
Agreement or the resignation or removal of the Companion Paying Agent, as
regards rights accrued prior to such resignation or removal.

            Section 3.27      Companion Register.

            The Companion Paying Agent shall maintain a register (the
"Companion Register") on which it will record the names and addresses of, and
wire transfer instructions for, the Companion Holders (other than the holder
of the Companion Loan relating to the 2005-C22 Serviced Mortgage Loan) from
time to time, to the extent such information is provided in writing to it by
the Companion Holder.  Each initial Companion Holder, along with its name,
address, wiring instructions and tax identification number, is listed on
Exhibit L hereto.  The Companion Holders shall inform the Companion Paying
Agent and the Master Servicer of the name, address, wiring instructions and
taxpayer identification number of any subsequent Companion Holders upon any
transfer of a Companion Loan.  Upon the sale of a Companion Loan or portion
thereof, the transferring Companion Holder shall inform the Companion Paying
Agent and the Master Servicer in writing that such transfer has taken place
and provide the Companion Paying Agent and the Master Servicer with the name,
address, wiring instructions and tax identification number of the
transferee.  In the event the Companion Holder transfers a Companion Loan
without notice to the Companion Paying Agent, the Companion Paying Agent
shall have no liability for any misdirected payment in the related Companion
Loan and shall have no obligation to recover and redirect such payment.

            The Companion Paying Agent shall promptly provide the name and
address of the Companion Holders to any party hereto or any successor
Companion Holders upon written request and any such Person may, without
further investigation, conclusively rely upon such information.  The
Companion Paying Agent shall have no liability to any Person for the
provision of any such names and addresses.

            Section 3.28      Future Debt Secured by Interests in Related
Borrowers

            In the event the Mortgage Loan Documents permit ownership
interests in the related borrower to be pledged as security for mezzanine
debt in the future, in addition to any consents required hereunder, the
Master Servicer shall require, to the extent not inconsistent with the
Mortgage Loan Documents, the execution in favor of the Trust Fund of a
subordination and standstill agreement or an intercreditor agreement, as
applicable, in form and substance that would be satisfactory to a
commercially reasonable and prudent mortgage lender.

            Section 3.29      Certain Matters Relating to the Future
Securitization of the Prime Outlets Pool Pari Passu Companion Loan.

            (a)   Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause any Sub-Servicer appointed by such party with
respect to the Prime Outlets Pool Pari Passu Companion Loan to, upon request
or notice from such Mortgage Loan Seller, cooperate with any Mortgage Loan
Seller that is selling the Prime Outlets Pool Pari Passu Companion Loan into
a securitization that is required to comply with Regulation AB (a "Regulation
AB Companion Loan Securitization") and, to the extent necessary in order to
comply with Regulation AB, provide to the Mortgage Loan Seller information
about itself that such Mortgage Loan Seller reasonably requires to meet the
requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and
(c)(5) of Item 1108 of Regulation AB and shall cooperate with such Mortgage
Loan Seller to provide such other information as may be necessary to comply
with the requirements of Regulation AB.  Each of the Trustee, the Master
Servicer and the Special Servicer understands that such information provided
by the Trustee (where such information pertains to Wells Fargo Bank, N.A.
individually and not to any specific aspect of the Trustee's duties or
obligations under this Agreement), the Master Servicer (where such
information pertains to Wachovia Bank, National Association individually and
not to any specific aspect of the Master Servicer's duties or obligations
under this Agreement) and the Special Servicer (where such information
pertains to LNR Partners, Inc. individually and not to any specific aspect of
the Special Servicer's duties or obligations under this Agreement), as
applicable, to such Mortgage Loan Seller as required by this clause (a) may
be included in the offering material related to a Regulation AB Companion
Loan Securitization and agrees to indemnify and hold the related Mortgage
Loan Seller harmless for any costs, liabilities, fees and expenses incurred
by the Mortgage Loan Seller as a result of any material misstatements or
omissions in any such offering material to the extent that such material
misstatement or omission was made in reliance upon any such information
provided by such person.  Notwithstanding the foregoing, to the extent that
the information provided by the Trustee, the Master Servicer or the Special
Servicer, as applicable, for inclusion in the offering materials related to
such Regulation AB Companion Loan Securitization is substantially and
materially similar to the information provided by such party with respect to
the offering materials related to this transaction, subject to any required
changes due to any amendments to Regulation AB or any changes in the
interpretation of Regulation AB, such party shall be deemed to be in
compliance with this Section 3.29(a).

            (b)   Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause any Sub-Servicer appointed with respect to the
Prime Outlets Pool Pari Passu Companion Loan to, upon request or notice from
such parties (which request or notice may be given once at the closing of
such Regulation AB Companion Loan Securitization instead of each time a
filing is required), cooperate with the trustee, master servicer or special
servicer for any Regulation AB Companion Loan Securitization in preparing
each Form 10-D required to be filed by such Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee for
such Regulation AB Companion Loan Securitization files a Form 15 Suspension
Notice with respect to the related trust fund) and shall provide to such
trustee or master servicer within the time period set forth in the pooling
and servicing agreement for such Regulation AB Companion Loan Securitization
such information relating to the Prime Outlets Pool Pari Passu Companion Loan
as may be necessary for the servicer and trustee of the Regulation AB
Companion Loan Securitization to comply with the reporting requirements of
Regulation AB; provided, however that any parties to any Regulation AB
Companion Loan Securitization shall consult with the Trustee, the Master
Servicer and the Special Servicer (and the Master Servicer shall consult with
any Sub-Servicer appointed with respect to the Prime Outlets Pool Pari Passu
Companion Loan), and the Trustee, the Master Servicer and the Special
Servicer shall cooperate with such parties in respect of establishing the
time periods for preparation of the Form 10-D reports in the documentation
for such Regulation AB Companion Loan Securitization.  Notwithstanding the
foregoing, to the extent the Trustee, the Master Servicer or the Special
Servicer complies in all material respects with the timing, reporting and
attestation requirements in Section 8.17 of this Agreement with respect to
the comparable timing, reporting and attestation requirements contemplated in
this Section 3.29(b) with respect to such Regulation AB Companion Loan
Securitization, such party shall be deemed to be in compliance with the
provisions of this Section 3.29(b).

            (c)   Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause any Sub-Servicer appointed with respect to the
Prime Outlets Pool Pari Passu Companion Loan to, upon request from the
trustee under the Regulation AB Companion Loan Securitization (which request
or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), provide the
trustee under a Regulation AB Companion Loan Securitization (until January 30
of the first year in which the trustee for such Regulation AB Companion Loan
Securitization files a Form 15 Suspension Notice with respect to the related
trust fund) information with respect to any event that is required to be
disclosed under Form 8-K with respect to the Prime Outlets Pool Pari Passu
Companion Loan within two Business Days after the occurrence of such event of
which it has knowledge.  Notwithstanding the foregoing, to the extent the
Trustee, the Master Servicer or the Special Servicer complies in all material
respects with the timing, reporting and attestation requirements in Section
8.17 of this Agreement with respect to the comparable timing, reporting and
attestation requirements contemplated in this Section 3.29(c) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 3.29(c).

            (d)   On or before March 5 (with a 7 Business Day notice and cure
period as provided in Section 7.01(a)(iv) herein) of each year during which a
Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation
AB Companion Loan Securitization is not required to file an annual report on
Form 10-K because a Form 15 Suspension Notice with respect to the related
trust fund was filed), each of the Trustee, the Master Servicer and the
Special Servicer shall, and the Master Servicer and the Special Servicer
shall use reasonable efforts to cause any Sub-Servicer appointed with respect
to the Prime Outlets Pool Pari Passu Companion Loan to, upon request from the
trustee under the Regulation AB Companion Loan Securitization (which request
or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee under such Regulation AB Companion Loan
Securitization, to the extent required pursuant to Item 1122 of Regulation
AB, (i) a report on an assessment of compliance with the servicing criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a
registered accounting firm's attestation report on such Person's assessment
of compliance with the applicable servicing criteria to the extent required
pursuant to Item 1122(b) of Regulation AB and (iii) such other information as
may be required pursuant to Item 1122(c) of Regulation AB.  Notwithstanding
the foregoing, to the extent the Trustee, the Master Servicer or the Special
Servicer complies in all material respects with the timing, reporting and
attestation requirements in Section 8.17 of this Agreement with respect to
the comparable timing, reporting and attestation requirements contemplated in
this Section 3.29(d) with respect to such Regulation AB Companion Loan
Securitization, such party shall be deemed to be in compliance with the
provisions of this Section 3.29(d).

            (e)   On or before March 5 (with a 7 Business Day notice and cure
period as provided in Section 7.01(a)(iv) herein) of each year during which a
Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation
AB Companion Loan Securitization is not required to file an annual report on
Form 10-K because a Form 15 Suspension Notice with respect to the related
trust fund was filed), each of the Trustee, the Master Servicer and the
Special Servicer shall, and the Master Servicer shall use reasonable efforts
to cause the Primary Servicer, if applicable, and any Sub-Servicer appointed
with respect to the Prime Outlets Pool Pari Passu Companion Loan to, to the
extent required pursuant to Item 1123 of Regulation AB, deliver, with respect
to itself, to the trustee, upon request from such trustee (which request or
notice may be given once at the closing of such Regulation AB Companion Loan
Securitization instead of each time a filing is required), under such
Regulation AB Companion Loan Securitization a servicer compliance statement
signed by an authorized officer of such Person that satisfies the
requirements of Item 1123 of Regulation AB.  Notwithstanding the foregoing,
to the extent the Trustee, the Master Servicer or the Special Servicer
complies in all material respects with the timing, reporting and attestation
requirements in Section 8.17 of this Agreement with respect to the comparable
timing, reporting and attestation requirements contemplated in this
Section 3.29(e) with respect to such Regulation AB Companion Loan
Securitization, such party shall be deemed to be in compliance with the
provisions of this Section 3.29(e).

            (f)   Each of the Trustee, the Master Servicer and the Special
Servicer shall use reasonable efforts to cause a Sub-Servicer to agree,
(severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage
Loan Seller, depositor, trustee or master servicer under a Regulation AB
Companion Loan Securitization harmless for any costs, liabilities, fees and
expenses incurred by such Mortgage Loan Seller, depositor, trustee or master
servicer as a result of any failure by the Trustee, the Master Servicer and
the Special Servicer, as applicable, to comply with the reporting
requirements to the extent applicable set forth under Sections 3.29(b), (c),
(d) and (e) above.

            Each Sub-Servicing Agreement related to the Prime Outlets Pool
Pari Passu Companion Loan shall use commercially reasonable efforts to
contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports and
certificates with respect to itself comparable to any information, reports or
certificates required to be provided by the Master Servicer or Special
Servicer pursuant to this Section 3.29, even if such Sub-Servicer is not
otherwise required to provide such information, reports or certificates to
any Person in order to comply with Regulation AB.  Such information, reports
or certificates shall be provided to the Master Servicer or Special Servicer,
as applicable, no later than two Business Days prior to the date on which the
Master Servicer or Special Servicer, as applicable, is required to deliver
its comparable information, reports or certificates pursuant to this Section
3.29.

                                  ARTICLE IV

                     DISTRIBUTIONS TO CERTIFICATEHOLDERS

            Section 4.01      Distributions.

            (a)   On each Distribution Date the Paying Agent shall (except as
otherwise provided in Section 9.01), based on information provided by the
Master Servicer and the Special Servicer, apply amounts on deposit in the
Distribution Account, after payment of amounts payable from the Distribution
Account in accordance with Section 3.05(b)(ii) through (vii), deemed
distributions from REMIC I to REMIC II pursuant to Section 4.01(h), for the
following purposes and in the following order of priority, in each case to
the extent of the remaining portion of the Available Distribution Amount:

               (i)      concurrently, (i) from the Loan Group 1 Available
      Distribution Amount, to distributions of interest to the Holders of the
      Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-5
      Certificates, up to an amount equal to, and pro rata as among such
      Classes in accordance with, all Distributable Certificate Interest in
      respect of each such Class of Certificates for such Distribution Date
      and, to the extent not previously paid, for all prior Distribution
      Dates, if any, (ii) from the Loan Group 2 Available Distribution
      Amount, to distributions of interest to the Holders of the Class A-1A
      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, and (iii) from the Loan Group 1 Available Distribution
      Amount and/or the Loan Group 2 Available Distribution Amount, to
      distributions of interest to the Holders of the Class X-C and Class X-P
      Certificates, up to an amount equal to, and pro rata as between such
      Classes of Certificates, all Distributable Certificate Interest in
      respect of each such Class of Certificates for such Distribution Date
      and, to the extent not previously paid, for all prior Distribution
      Dates, if any; provided, however, that if the Loan Group 1 Available
      Distribution Amount and/or the Loan Group 2 Available Distribution
      Amount is insufficient to pay in full the total amount of Distributable
      Certificate Interest, as provided above, payable in respect of any
      Class of Senior Certificates on such Distribution Date, then the entire
      Available Distribution Amount shall be applied to make distributions of
      interest to the Holders of the respective Classes of the Senior
      Certificates, up to an amount equal to, and pro rata as among such
      Classes in accordance with, all Distributable Certificate Interest in
      respect of each such Class of Certificates for such Distribution Date
      and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

               (ii)     to distributions of principal to the Holders of the
      Class A-PB Certificates, in an amount equal to the Loan Group 1
      Principal Distribution Amount for such Distribution Date and, after the
      Class A-1A Certificates have been retired, the Loan Group 2 Principal
      Distribution Amount remaining after payments to the Class A-1A
      Certificates have been made on such Distribution Date, until the
      Certificate Balance of the Class A-PB Certificates is reduced to the
      Class A-PB Planned Principal Balance;

               (iii)    after the Class Principal Balance of the Class A-PB
      Certificates has been reduced to the Class A-PB 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 Loan Group 1 Principal
      Distribution Amount and, after the Class Principal Balance of the Class
      A-1A Certificates has been reduced to zero, the entire Loan Group 2
      Principal Distribution Amount for such Distribution Date remaining
      after making any distributions required pursuant to clause (ix) below
      on such Distribution Date, less any portion thereof distributed in
      respect of the Class A-PB Certificates on such Distribution Date;

               (iv)     after the Class Principal Balance of the Class A-PB
      Certificates has been reduced to the Class A-PB Planned Principal
      Balance 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 Loan
      Group 1 Principal Distribution Amount and, after the Class Principal
      Balance of the Class A-1A Certificates has been reduced to zero, the
      entire Loan Group 2 Principal Distribution Amount for such Distribution
      Date remaining after making any distributions required pursuant to
      clause (ix) 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-PB Certificates and the Class A-1 Certificates pursuant to
      clauses (ii) and (iii) above);

               (v)     after the Class Principal Balance of the Class A-PB
      Certificates has been reduced to the Class A-PB Planned Principal
      Balance 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 Loan Group 1 Principal Distribution Amount and,
      after the Class Principal Balance of the Class A-1A Certificates has
      been reduced to zero, the entire Loan Group 2 Principal Distribution
      Amount for such Distribution Date remaining after making any
      distributions required pursuant to clause (ix) 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-PB, Class A-1
      and Class A-2 Certificates pursuant to clauses (ii), (iii) and
      (iv) above);

               (vi)     after the Class Principal Balances 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-PB
      Certificates, in an amount (not to exceed the Class Principal Balance
      of the Class A-PB Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 1 Principal
      Distribution Amount for such Distribution Date remaining after making
      any distributions required pursuant to clause (ix) 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-PB, Class A-1,
      Class A-2 and Class A-3 Certificates pursuant to clauses (ii), (iii),
      (iv) and (v) above);

               (vii)    after the Class Principal Balances of the Class A-1,
      Class A-2, Class A-3 and Class A-PB 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 Loan Group 1 Principal
      Distribution Amount and, after the Class Principal Balance of the Class
      A-1A Certificates has been reduced to zero, the entire Loan Group 2
      Principal Distribution Amount for such Distribution Date remaining
      after making any distributions required pursuant to clause (ix) 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-PB,
      Class A-1, Class A-2 and Class A-3 Certificates pursuant to clauses
      (ii), (iii), (iv), (v) and (vi) above);

               (viii)   after the Class Principal Balances of the Class A-1,
      Class A-2, Class A-3, Class A-PB and Class A-4 Certificates have been
      reduced to zero, to distributions of principal to the Holders of the
      Class A-5 Certificates in an amount (not to exceed the Class Principal
      Balance of the Class A-5 Certificates outstanding immediately prior to
      such Distribution Date) equal to the entire Loan Group 1 Principal
      Distribution Amount and, after the Class Principal Balance of the Class
      A-1A Certificates has been reduced to zero, the entire Loan Group 2
      Principal Distribution Amount for such Distribution Date remaining
      after making any distributions required pursuant to clause (ix) 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-PB,
      Class A-1, Class A-2, Class A-3 and Class A-4 Certificates pursuant to
      clauses (ii), (iii), (iv), (v), (vi) and (vii) above);

               (ix)     to distributions of principal to the Holders of the
      Class A-1A Certificates, in an amount (not to exceed the Class
      Principal Balance of the Class A-1A Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Loan
      Group 2 Principal Distribution Amount and, after the Class Principal
      Balances of the Class A-PB, Class A-1, Class A-2, Class A-3, Class A-4
      and Class A-5 Certificates have been reduced to zero, the entire Loan
      Group 1 Principal Distribution Amount for such Distribution Date
      remaining after making any distributions required pursuant to clauses
      (ii), (iii), (iv), (v), (vi), (vii) and (viii) above;

               (x)      to distributions to the Holders of the Class A-PB
      Certificates, the Class A-1 Certificates, the Class A-2 Certificates,
      the Class A-3 Certificates, the Class A-4 Certificates, Class A-5
      Certificates and the Class A-1A Certificates, pro rata as among such
      Classes of Certificates, 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;

               (xi)     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 (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)    after the Class Principal Balances of the Class 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
      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));

               (xiii)   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 Expenses, if any, previously
      allocated to the Class A-M Certificates and not previously reimbursed;

               (xiv)    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;

               (xv)     after the Class Principal Balances of the Class A
      Certificates and the Class A-M Certificates have 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 Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

               (xvi)    to distributions to the Holders of the Class A-J
      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-J Certificates and not previously reimbursed;

               (xvii)   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;

               (xviii)  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));

               (xix)    to distributions to the Holders of the Class B
      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 B Certificates and not previously reimbursed;

               (xx)     to distributions of interest to the Holders of the
      Class C 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;

               (xxi)    after the Class Principal Balance of the Class B
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class C Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class C 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));

               (xxii)   to distributions to the Holders of the Class C
      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 C Certificates and not previously reimbursed;

               (xxiii)  to distributions of interest to the Holders of the
      Class D Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class D Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xxiv)   after the Class Principal Balance of the Class C
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class D Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class D 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));

               (xxv)    to distributions to the Holders of the Class D
      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 D Certificates and not previously reimbursed;

               (xxvi)   to distributions of interest to the Holders of the
      Class E Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class E Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xxvii)  after the Class Principal Balance of the Class D
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class E Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class E 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));

               (xxviii) to distributions to the Holders of the Class E
      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 E Certificates and not previously reimbursed;

               (xxix)   to distributions of interest to the Holders of the
      Class F Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class F Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xxx)    after the Class Principal Balance of the Class E
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class F Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class F 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));

               (xxxi)   to distributions to the Holders of the Class F
      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 F Certificates and not previously reimbursed;

               (xxxii)  to distributions of interest to the Holders of the
      Class G Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class G Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xxxiii) after the Class Principal Balance of the Class F
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class G Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class G 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));

               (xxxiv)  to distributions to the Holders of the Class G
      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 G Certificates and not previously reimbursed;

               (xxxv)   to distributions of interest to the Holders of
      Class H Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class H Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xxxvi)  after the Class Principal Balance of the Class G
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class H Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class H 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));

               (xxxvii) to distributions to the Holders of the Class H
      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 H Certificates and not previously reimbursed;

               (xxxviii)to distributions of interest to the Holders of the
      Class J Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class J Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xxxix)  after the Class Principal Balance of the Class H
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class J Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class 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 Holders of
      any other Class of Certificates pursuant to any prior clause of this
      Section 4.01(a));

               (xl)     to distributions to the Holders of the Class J
      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 J Certificates and not previously reimbursed;

               (xli)    to distributions of interest to the Holders of the
      Class K Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class K Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xlii)   after the Class Principal Balance of the Class J
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class K Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class K 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));

               (xliii)  to distributions to the Holders of the Class K
      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 K Certificates and not previously reimbursed;

               (xliv)   to distributions of interest to the Holders of the
      Class L Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class L Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xlv)    after the Class Principal Balance of the Class K
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class L Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class L 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));

               (xlvi)   to distributions to the Holders of the Class L
      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 L Certificates and not previously reimbursed;

               (xlvii)  to distributions of interest to the Holders of the
      Class M Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class M Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (xlviii) after the Class Principal Balance of the Class L
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class M Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class M 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));

               (xlix)   to distributions to the Holders of the Class 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 M Certificates and not previously reimbursed;

               (l)      to distributions of interest to the Holders of the Class
      N Certificates, in an amount equal to all Distributable Certificate
      Interest in respect of the Class N Certificates for such Distribution Date
      and, to the extent not previously paid, for all prior Distribution Dates;

               (li)     after the Class Principal Balance of the Class M
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class N Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class N 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));

               (lii)    to distributions to the Holders of the Class N
      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 N Certificates and not previously reimbursed;

               (liii)   to distributions of interest to the Holders of the
      Class O Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class O Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (liv)    after the Class Principal Balance of the Class N
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class O Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class O 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));

               (lv)     to distributions to the Holders of the Class O
      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 O Certificates and not previously reimbursed;

               (lvi)    to distributions of interest to the Holders of the
      Class P Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class P Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (lvii)   after the Class Principal Balance of the Class O
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class P Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class P 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));

               (lviii)  to distributions to the Holders of the Class P
      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 P Certificates and not previously reimbursed;

               (lix)    to distributions of interest to the Holders of the
      Class Q Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class Q Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (lx)     after the Class Principal Balance of the Class P
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class Q Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class Q 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));

               (lxi)    to distributions to the Holders of the Class Q
      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 Q Certificates and not previously reimbursed;

               (lxii)   to distributions of interest to the Holders of the
      Class S Certificates, in an amount equal to all Distributable
      Certificate Interest in respect of the Class S Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates;

               (lxiii)  after the Class Principal Balance of the Class Q
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class S Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class S 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));

               (lxiv)   to distributions to the Holders of the Class S
      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 S Certificates and not previously reimbursed; and

               (lxv)    to make distributions to the Holders of the
      Class R-II Certificates, in an amount equal to the excess, if any, of
      (A) the aggregate distributions deemed made in respect of the REMIC I
      Regular Interests on such Distribution Date pursuant to
      Section 4.01(h), over (B) the aggregate distributions made in respect
      of the Regular Certificates on such Distribution Date pursuant to
      clauses (i) through (lxiv) above;

provided that on each Distribution Date after the aggregate of Class
Principal Balances of each Class of Subordinated Certificates have been
reduced to zero, but any two or more of the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-PB
Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the
Class A-1A Certificates remain outstanding, the payments of principal to be
made as contemplated by clauses (iii) through (x) above with respect to the
Class A Certificates will be made to the Holders of the respective Classes of
such Class A Certificates up to an amount equal to, and pro rata as among
such Classes in accordance with, the respective then outstanding Class
Principal Balances of such Classes of Certificates and without regard to the
Principal Distribution Amount for such Distribution Date and without regard
to Loan Group.  Distributions in reimbursement of Realized Losses and
Additional Trust Fund Expenses previously allocated to a Class of
Certificates shall not constitute distributions of principal and shall not
result in reduction of the related Class Principal Balance.

            All distributions of interest made in respect of the Class X-C
and Class X-P Certificates on any Distribution Date pursuant to clause
(i) above, shall be deemed to have been made in respect of all the Components
of such Class, pro rata in accordance with the respective amounts of interest
that would be payable on such Components on such Distribution Date based on
the Class X-C Strip Rate and Class X-P Strip Rate, as applicable, of such
Component multiplied by its Component Notional Amount, together with any
amounts thereof remaining unpaid from previous Distribution Dates.

            (b)   On each Distribution Date, the Paying Agent shall withdraw
from the Distribution Account any amounts that represent Prepayment Premiums
and/or Yield Maintenance Charges actually collected on the Mortgage Loans and
any REO Loans during the related Collection Period and shall be deemed to
distribute such Prepayment Premiums and/or Yield Maintenance Charges from
REMIC I to REMIC II in respect of REMIC I Regular Interest LA-1-1 (whether or
not such Class has received all distributions of interest and principal to
which it is entitled), and then shall distribute each such Prepayment Premium
and/or Yield Maintenance Charge, as additional yield, as follows:

               (i)      First, to the Holders of the respective Classes of
      Regular Certificates (other than any Excluded Class thereof) 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
      Additional Yield Amounts for each such Class of Certificates for such
      Distribution Date; and

               (ii)     Second, (A) on or before the Distribution Date in
      March 2013, 11% of such Yield Maintenance Charges and/or Prepayment
      Premiums to the Holders of the Class X-P Certificates and 89% of such
      Yield Maintenance Charges and/or Prepayment Premiums to the Holders of
      the Class X-C Certificates and (B) after the Distribution Date in March
      2013, 100% to the Holders of the Class X-C Certificates, in each case,
      to the extent of any remaining portion of such Yield Maintenance
      Charges and/or Prepayment Premiums.

            On each Distribution Date, the Paying Agent shall withdraw from
the Additional Interest Account any amounts that represent (A) Additional
Interest actually collected during the related Collection Period on the ARD
Loans and any related REO Loans and shall distribute such amounts among the
Holders of the Class Z Certificates pro rata in accordance with the
respective Percentage Interests of such Class, and (B) interest and
investment income, if any, earned in respect of amounts held in the
Additional Interest Account as provided in Section 3.06, but only to the
extent of the Net Investment Earnings with respect to such account for the
related Distribution Date, and shall distribute such amount to the Trustee as
additional compensation.

            (c)   All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise 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 Paying Agent with wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in
the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise by check mailed to the address of such Certificateholder
as it appears in the Certificate Register.  The final distribution on each
Certificate (determined, in the case of a Sequential Pay Certificate, without
regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to such Certificate, but
taking into account possible future distributions of Additional Interest)
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
Paying Agent was subsequently notified in writing.  If such check is returned
to the Paying Agent, the Paying Agent, 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 Paying Agent shall be set aside by the Paying Agent 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
Paying Agent has not, after having taken such reasonable steps, located the
related Holder by the second anniversary of the initial sending of a check,
the Paying Agent shall, subject to applicable law, distribute the unclaimed
funds to the Holders of the Class R-II Certificates.

            (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 (a "brokerage firm" or "indirect
participating firm") for which it acts as agent.  Each brokerage firm shall
be responsible for disbursing funds to the related Certificate Owners that it
represents.  None of the Trustee, the Paying Agent, 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 a Letter of Representations among the Depositor, the Trustee and the
Initial Depository dated as of the Closing Date.

            (e)   The rights of the Certificateholders to receive
distributions from the proceeds of the Trust Fund in respect of 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 in
respect of amounts properly previously distributed on the Certificates.

            (f)   Except as otherwise provided in Section 9.01, whenever the
Paying Agent receives written notification of or expects that the final
distribution with respect to any Class of Certificates (determined without
regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Paying Agent
shall, no later than five days after the related Determination Date, mail to
each Holder of record on such date of such Class of Certificates a notice to
the effect that:

               (i)      the Paying Agent 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 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 Paying Agent 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 Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning
the surrender of their Certificates as it shall deem appropriate.  The costs
and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of
such funds.  No interest shall accrue or be payable to any former Holder on
any amount held in trust pursuant to this paragraph.  If all of the
Certificates shall not have been surrendered for cancellation by the second
anniversary of the delivery of the second notice, the Paying Agent shall,
subject to applicable law, distribute to the Holders of the Class R-II
Certificates all unclaimed funds and other assets which remain subject
thereto.

            (g)   Notwithstanding any other provision of this Agreement, the
Paying Agent shall comply with all federal withholding requirements
respecting payments to Certificateholders of interest or original issue
discount that the Paying Agent reasonably believes are applicable under the
Code.  The Certificate Registrar shall promptly provide the Paying Agent with
any IRS Forms W-9, W-8BEN, W-8IMY (and all appropriate attachments) or W-8ECI
upon its receipt thereof.  The consent of Certificateholders shall not be
required for such withholding.  If the Paying Agent does withhold any amount
from interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Paying
Agent shall indicate the amount withheld to such Certificateholders.  Such
amounts shall be deemed to have been distributed to such Certificateholders
for all purposes of this Agreement.

            (h)   All distributions made in respect of any Class of
Sequential Pay Certificates on each Distribution Date pursuant to
Section 4.01(a) or Section 9.01 shall be deemed to have first been
distributed, with respect to the Sequential Pay Certificates from REMIC I to
REMIC II in respect of its Corresponding REMIC I Regular Interest(s) set
forth in the Preliminary Statement hereto; provided that interest shall be
deemed to have been distributed pro rata among two or more Corresponding
REMIC  I Regular Interests that correspond to a Class of Sequential Pay
Certificates and all distributions made in respect of the Class X-C and Class
X-P Certificates on each Distribution Date pursuant to Section 4.01(a) or
Section 9.01, and allocable to any particular Component of such Class of
Certificates in accordance with the last paragraph of Section 4.01(a), shall
be deemed to have been first distributed from REMIC I to REMIC II in respect
of such Component's Corresponding REMIC I Regular Interest; provided,
further, that distributions of principal:

                        (1)   with respect to the Class A-1 Certificates,
                  shall be deemed to have first been distributed from REMIC I
                  to REMIC II in respect of REMIC I Regular Interest LA-1-1;
                  second, to REMIC I Regular Interest LA-1-2; third, to REMIC
                  I Regular Interest LA-1-3; and fourth, to REMIC I Regular
                  Interest LA-1-4; in each case until their respective REMIC
                  I Principal Balances are reduced to zero;

                        (2)   with respect to the Class A-2 Certificates,
                  shall be deemed to have first been distributed from REMIC I
                  to REMIC II in respect of REMIC I Regular Interest LA-2-1;
                  second, to REMIC I Regular Interest LA-2-2; and third, to
                  REMIC I Regular Interest LA-2-3; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

                        (3)   with respect to the Class A-PB Certificates,
                  shall be deemed to have first been distributed from REMIC I
                  to REMIC II in respect of REMIC I Regular Interest LA-PB-1;
                  second, to REMIC I Regular Interest LA-PB-2; third, to
                  REMIC I Regular Interest LA-PB-3; and fourth, to REMIC I
                  Regular Interest LA-PB-4; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

                        (4)   with respect to the Class A-4 Certificates,
                  shall be deemed to have first been distributed from REMIC I
                  to REMIC II in respect of REMIC I Regular Interest LA-4-1;
                  second, to REMIC I Regular Interest LA-4-2; third, to REMIC
                  I Regular Interest LA-4-3; fourth, to REMIC I Regular
                  Interest LA-4-4; fifth, to REMIC I Regular Interest LA-4-5;
                  sixth, to REMIC I Regular Interest LA-4-6; and seventh, to
                  REMIC I Regular Interest LA-4-7; in each case, until their
                  respective REMIC Principal Balances are reduced to zero;

                        (5)   with respect to the Class A-1A Certificates,
                  shall be deemed to have first been distributed from REMIC I
                  to REMIC II in respect of the REMIC I Regular Interest
                  LA-1A-1; second, to REMIC I Regular Interest LA-1A-2;
                  third, to REMIC I Regular Interest LA-1A-3; fourth, to
                  REMIC I Regular Interest LA-1A-4; fifth, to REMIC I Regular
                  Interest LA-1A-5; sixth, to REMIC I Regular Interest
                  LA-1A-6; seventh, to REMIC I Regular Interest LA-1A-7;
                  eighth, to REMIC I Regular Interest LA-1A-8; ninth, to
                  REMIC I Regular Interest LA-1A-9; tenth, to REMIC I Regular
                  Interest LA-1A-10; eleventh, to REMIC I Regular Interest
                  LA-1A-11; twelfth, to REMIC I Regular Interest LA-1A-12;
                  thirteenth, to REMIC I Regular Interest LA-1A-13;
                  fourteenth, to REMIC I Regular Interest LA-1A-14; and
                  fifteenth, to REMIC I Regular Interest LA-1A-15; in each
                  case, until their respective REMIC I Principal Balances are
                  reduced to zero;

                        (6)   with respect to the Class E Certificates, shall
                  be deemed to have first been distributed from REMIC I to
                  REMIC II in respect of REMIC I Regular Interest LE-1; and
                  second, to REMIC I Regular Interest LE-2; in each case,
                  until their respective REMIC I Principal Balances are
                  reduced to zero;

                        (7)   with respect to the Class F Certificates, shall
                  be deemed to have first been distributed from REMIC I to
                  REMIC II in respect of REMIC I Regular Interest LF-1;
                  second, to REMIC I Regular Interest LF-2; and third, to
                  REMIC I Regular Interest LF-3; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

                        (8)   with respect to the Class G Certificates, shall
                  be deemed to have first been distributed from REMIC I to
                  REMIC II in respect of REMIC I Regular Interest LG-1; and
                  second, to REMIC I Regular Interest LG-2; each case, until
                  their respective REMIC I Principal Balances are reduced to
                  zero;

                        (9)   with respect to the Class H Certificates, shall
                  be deemed to have first been distributed from REMIC I to
                  REMIC II in respect of REMIC I Regular Interest LH-1;
                  second, to REMIC I Regular Interest LH-2; and third, to
                  REMIC I Regular Interest LH-3; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

                        (10)  with respect to the Class J Certificates, shall
                  be deemed to have first been distributed from REMIC I to
                  REMIC II in respect of REMIC I Regular Interest LJ-1; and
                  second, to REMIC I Regular Interest LJ-2; in each case,
                  until their respective REMIC I Principal Balances are
                  reduced to zero; and

                        (11)  with respect to the Class K Certificates, shall
                  be deemed to have first been distributed from REMIC I to
                  REMIC II in respect of REMIC I Regular Interest LK-1;
                  second, to REMIC I Regular Interest LK-2; and third, to
                  REMIC I Regular Interest LK-3; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

provided, however, all distributions made in respect of the Class X-C and
Class X-P Certificates on each Distribution Date pursuant to Section 4.01(a)
or Section 9.01, and allocable to any particular Component of a Class of
Sequential Pay Certificates in accordance with the last paragraph of Section
4.01(a) shall be deemed to have first been distributed from REMIC I to REMIC
II in respect of such Component's Corresponding REMIC I Regular Interest.

            (i)   All distributions of reimbursements of Realized Losses and
Additional Trust Fund Expenses made in respect of any Class of Sequential Pay
Certificates on each Distribution Date pursuant to Section 4.01(a) shall be
deemed to have first been distributed from REMIC I to REMIC II in respect of
its Corresponding REMIC I Regular Interest 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
sequential order of the priority set forth in Section 4.01(h) for principal
distributions, up to the amount of Realized Losses and Additional Trust Fund
Expenses previously allocated to a particular Component of such Class of
Certificates.  Any amounts remaining in REMIC I on any Distribution Date
after the foregoing distributions shall be distributed to the Holders of the
Class R-I Certificates.

            (j)   [Reserved]

            (k)   [Reserved]

            (l)   On each Distribution Date, or with respect to a Companion
Loan (other than the Hyatt Center Pari Passu Companion Loan) then included in
a securitization, on each P&I Advance Date, the Companion Paying Agent (based
upon a statement of the Master Servicer to be delivered to the Companion
Paying Agent that specifies the amount required to be deposited in the
Companion Distribution Account and any amounts payable to the Master Servicer
from the Companion Distribution Account pursuant to this Section 4.01(l))
shall make withdrawals and payments from the Companion Distribution Account
for the related Companion Loans in the following order of priority:

               (i)      to pay the Trustee or any of its directors, officers,
      employees or agents, as the case may be, any amounts payable or
      reimbursable to any such Person pursuant to Section 8.05, to the extent
      any such amounts relate solely to a Loan Pair;

               (ii)     to pay for the cost of the Opinions of Counsel sought
      by the Trustee as contemplated by Sections 9.02(a) and 10.01(h), to the
      extent any such costs relate to a Loan Pair;

               (iii)    to pay to the Master Servicer any amounts deposited
      by the Master Servicer in the Companion Distribution Account not
      required to be deposited therein;

               (iv)     on each Distribution Date, to pay all amounts
      remaining in the Companion Distribution Account to the Companion
      Holder; and

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

            All distributions from a Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder
by wire transfer in immediately available funds to the account of such
Companion Holder or an agent therefor appearing on the Companion Register on
the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the
related Record Date, by check sent by first-class mail to the address of such
Companion Holder or its agent appearing on the Companion Register).  Any such
account shall be located at a commercial bank in the United States. For the
avoidance of doubt, in no event shall the Companion Paying Agent withdraw
from funds on deposit in the Companion Distribution Account any amounts
allocable to the Prime Outlets Pool Pari Passu Companion Loan (other than
Penalty Interest and late payment charges) to be applied to, or to provide
reimbursement for, any costs, expenses, indemnities, losses or liabilities
relating or allocable to any Mortgage Loan or Companion Loan other than the
Prime Outlets Pool Pari Passu Companion Loan or the Prime Outlets Pool Loan.

            To the extent amounts are payable to or in respect of the Trust
Fund pursuant to this Section 4.01(l)(i) or (ii), the Companion Distribution
Account shall be considered an "outside reserve fund" within the meaning of
the REMIC Provisions, beneficially owned by the Companion Holder for federal
income tax purposes, who shall be taxable on all reinvestment income thereon,
and who shall be deemed to have received any amounts reimbursed from the
Trust Fund to the Companion Distribution Account.

            (m)   On each Distribution Date, the Paying Agent shall withdraw
amounts from the Gain-on-Sale Reserve Account and shall distribute such
amounts to reimburse the Holders of each Class of Sequential Pay Certificates
(in order of priority) up to an amount equal to all Realized Losses and
Additional Trust Fund Expenses, if any, previously deemed allocated to such
Classes and unreimbursed after application of the Available Distribution
Amount for such Distribution Date.  Amounts paid from the Gain-on-Sale
Reserve Account pursuant to the preceding sentence shall first be deemed to
have been distributed to the Corresponding REMIC I Regular Interest(s) in
reimbursement of Realized Losses and Additional Trust Fund Expenses
previously allocated thereto as provided in Section 4.01(i).  Amounts paid
from the Gain-on-Sale Reserve Account will not reduce the Certificate
Principal Balances of the Classes of Sequential Pay Certificates receiving
such distributions.  Any amounts remaining in the Gain-on-Sale Reserve
Account after such distributions shall be applied to offset future Realized
Losses and Additional Trust Fund Expenses and upon termination of the Trust
Fund, any amounts remaining in the Gain-on-Sale Reserve Account shall be
distributed to the Class R-I Certificateholders.

            Section 4.02      Statements to Certificateholders; CMSA Loan
Periodic Update File.

            (a)   On each Distribution Date, the Trustee shall make available
on the Trustee's Internet Website or, upon written request, forward by mail
(or by electronic transmission acceptable to the recipient) to each
Certificateholder, each initial Certificate Owner and (upon written request
made to the Trustee) each subsequent Certificate Owner (as identified to the
reasonable satisfaction of the Trustee), the Depositor, the Master Servicer,
the Special Servicer, the Companion Holders, the Underwriters and each Rating
Agency, a statement (a "Distribution Date Statement"), as to the
distributions made on such Distribution Date, based on information provided
to it by the Master Servicer and the Special Servicer, setting forth:

               (i)      the Record Date, the Determination Date, the
      Distribution Date and dates of the Interest Accrual Period for each Class
      of Certificates;

               (ii)     the amount of the distribution on such Distribution
      Date to the Holders of each Class of Regular Certificates in reduction
      of the Class Principal Balance thereof;

               (iii)    the amount of the distribution on such Distribution
      Date to the Holders of each Class of Regular Certificates allocable to
      Distributable Certificate Interest and the applicable Interest
      Distribution Amount;

               (iv)     the amount of the distribution on such Distribution
      Date to the Holders of each Class of Regular Certificates allocable to
      Prepayment Premiums and/or Yield Maintenance Charges;

               (v)      the amount of the distribution on such Distribution Date
      to the Holders of each Class of Regular Certificates in reimbursement of
      previously allocated Realized Losses and Additional Trust Fund Expenses;

               (vi)     the Available Distribution Amount for such
      Distribution Date and the sources of such amount;

               (vii)    (a) the aggregate amount of P&I Advances made in
      respect of such Distribution Date on a loan by loan basis with respect
      to the Mortgage Pool and each Loan Group pursuant to Section 4.03(a),
      including, without limitation, any amounts applied pursuant to
      Section 4.03(a)(ii), and the aggregate amount of unreimbursed P&I
      Advances with respect to the Mortgage Pool and each Loan Group that had
      been outstanding at the close of business on the related Determination
      Date and the aggregate amount of 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) as of the close of business
      on the related Determination Date, (b) the aggregate amount of
      Servicing Advances on a loan by loan basis with respect to the Mortgage
      Pool and each Loan Group as of the close of business on the related
      Determination Date and (c) the aggregate amount of all Nonrecoverable
      Advances on a loan by loan basis as of the close of business on the
      related Determination Date and (d) to the extent available, the
      foregoing information listed in this clause (vi) with respect to P&I
      Advances by the 2005-C22 Master Servicer on the 2005-C22  Serviced
      Mortgage Loan;

               (viii)   the aggregate unpaid principal balance of the
      Mortgage Pool and each Loan Group outstanding as of the close of
      business on the related Determination Date;

               (ix)     the aggregate Stated Principal Balance of the
      Mortgage Pool and each Loan Group outstanding immediately before and
      immediately after such Distribution Date;

               (x)      the number, aggregate unpaid principal balance, weighted
      average remaining term to maturity or Anticipated Repayment Date, each
      Mortgage Rate and weighted average Mortgage Rate of the Mortgage Loans
      in the Mortgage Pool and each Loan Group as of the close of business on
      the related Determination Date presented in distributional groups
      and/or incremental ranges acceptable to the Depositor in its reasonable
      discretion;

               (xi)     the number of Mortgage Loans, the percent of the
      aggregate Stated Principal Balance and the aggregated Stated Principal
      Balance (immediately after such Distribution Date) (and with respect to
      each delinquent Mortgage Loan, a brief description of the reason for
      delinquency, if known by the Master Servicer or Special Servicer, as
      applicable, and provided to the Trustee) of Mortgage Loans in each
      Mortgaged Property type (A) delinquent 30-59 days, (B) delinquent 60-89
      days, (C) delinquent more than 89 days, (D) as to which foreclosure
      proceedings have been commenced, (E) with respect to each Specially
      Serviced Mortgage Loan, the Mortgaged Property type and a brief
      description of the reason for delinquency and the Mortgage Loan's
      status, if known by the Master Servicer or Special Servicer, as
      applicable, and provided to the Trustee, (F) to the actual knowledge of
      the Master Servicer or Special Servicer in bankruptcy proceedings and
      (G) any material changes to the information specified in Item
      1100(b)(5) of Regulation AB, as amended;

               (xii)    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) a
      brief description of any loan modification, extension or waiver
      (identifying the relevant loan number);

               (xiii)   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 aggregate
      of all Liquidation Proceeds and other amounts received in connection
      with such Liquidation Event (separately identifying the portion thereof
      allocable to distributions on the Certificates), and (C) the amount of
      any Realized Loss in connection with such Liquidation Event;

               (xiv)    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) the aggregate of all Liquidation Proceeds and other
      amounts received in connection with such Final Recovery Determination
      (separately identifying the portion thereof allocable to distributions
      on the Certificates), and (C) the amount of any Realized Loss in
      respect of the related REO Property, in connection with such Final
      Recovery Determination;

               (xv)     the Accrued Certificate Interest and Distributable
      Certificate Interest in respect of each Class of Regular Certificates
      for such Distribution Date;

               (xvi)    any unpaid Distributable Certificate Interest in
      respect of each Class of Regular Certificates after giving effect to
      the distributions made on such Distribution Date;

               (xvii)   the Pass-Through Rate for each Class of Regular
      Certificates for such Distribution Date;

               (xviii)  the Principal Distribution Amount;

               (xix)    the Principal Distribution Amount, the Loan Group 1
      Principal Distribution Amount and the Loan Group 2 Principal
      Distribution Amount for such Distribution Date, separately identifying
      the respective components thereof (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);

               (xx)     the aggregate of all Realized Losses incurred during
      the related Collection Period and all Additional Trust Fund Expenses
      incurred during the related Collection Period;

               (xxi)    the aggregate of all Realized Losses and Additional
      Trust Fund Expenses that were allocated to each Class of Certificates
      on such Distribution Date;

               (xxii)   the Class Principal Balance of each Class of Regular
      Certificates (other than the Class X Certificates) and the Component
      Notional Amount of each Component 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;

               (xxiii)  the Certificate Factor for each Class of Regular
      Certificates immediately following such Distribution Date;

               (xxiv)   the aggregate amount of interest on P&I Advances paid
      to the Master Servicer and the Trustee (and, if applicable, the
      2005-C22 Master Servicer), with respect to the Mortgage Pool and each
      Loan Group during the related Collection Period in accordance with
      Section 4.03(d);

               (xxv)    the aggregate amount of interest on Servicing
      Advances paid to the Master Servicer, the Trustee and the Special
      Servicer (and, if applicable, the 2005-C22 Master Servicer and the
      2005-C22 Special Servicer), during the related Collection Period in
      accordance with Section 3.03(d) with respect to the Mortgage Pool and
      each Loan Group;

               (xxvi)   the aggregate amount of (i) Servicing Fees paid to
      the Master Servicer (including each fee separately), (ii) the Servicing
      Fees paid to the Special Servicer and (iii) Trustee Fees paid to the
      Trustee during the related Collection Period;

               (xxvii)  the loan number for each Required Appraisal Mortgage
      Loan and any related Appraisal Reduction Amount as of the related
      Determination Date;

               (xxviii) the loan number for each Mortgage Loan which has
      experienced a breach of the representations and warranties, including
      identification of the applicable representation and warranty, given
      with respect to a Mortgage Loan by the applicable Mortgage Loan Seller,
      as provided by the Master Servicer or the Depositor;

               (xxix)   the original and thereafter, the current credit
      support levels for each Class of Regular Certificates;

               (xxx)    the original and thereafter, the current ratings for
      each Class of Regular Certificates;

               (xxxi)   the aggregate amount of Prepayment Premiums and Yield
      Maintenance Charges with respect to the Mortgage Pool and each Loan
      Group collected during the related Collection Period;

               (xxxii)  the amounts, if any, actually distributed with
      respect to the Class Z Certificates, Class R-I Certificates or
      Class R-II Certificates on such Distribution Date;

               (xxxiii) the value of any REO Property included in the Trust
      Fund as of the end of the related Collection Period, based on the most
      recent Appraisal or valuation; and

               (xxxiv)  identification of any Mortgage Loan which has been
      substituted as a result of a breach of a representation and warranty.

            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 (x) through (xiii), and
(xxv) and (xxxiii) above, insofar as the underlying information is solely
within the control of the Special Servicer, the Trustee and the Master
Servicer may, absent manifest error, conclusively rely on the reports to be
provided by the Special Servicer.

            The Trustee may rely on and shall not be responsible absent
manifest error for the content or accuracy of any information provided by
third parties for purposes of preparing the Distribution Date Statement and
may affix thereto any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party
hereto).

            The Trustee shall, and the Master Servicer may, but is not
required to, make available on or prior to the Distribution Date in each
month to the general public (i) the Distribution Date Statement via their
respective Internet Websites, (ii) as a convenience for interested parties,
the Prospectus Supplement, the Prospectus and this Agreement on the Trustee's
and/or the Master Servicer's respective Internet Websites and (iii) any other
items at the request of the Depositor via the Trustee's and/or the Master
Servicer's respective Internet Websites.  In addition, the Trustee shall make
available each month, on each Distribution Date, the Unrestricted Servicer
Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the
CMSA Bond File, and the CMSA Collateral Summary File to the general public on
its Internet Website.  The Trustee shall make available each month, on each
Distribution Date, (i) the Restricted Servicer Reports, (ii) the CMSA
Property File and the CMSA Financial File and (iii) the CMSA Reconciliation
of Funds Report to any Privileged Person and to any other Person upon the
direction of the Depositor.

            Absent manifest error, none of the Master Servicer or the Special
Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a borrower or third party (including, without
limitation, the 2005-C22 Master Servicer, the 2005-C22 Special Servicer and
the 2005-C22 Trustee) that is included in any reports, statements, materials
or information prepared or provided by the Master Servicer or the Special
Servicer, as applicable.  The Trustee shall not be responsible absent
manifest error for the accuracy or completeness of any information supplied
to it for delivery pursuant to this Section 4.02(a).  Neither the Trustee,
the Master Servicer nor the Special Servicer shall have any obligation to
verify the accuracy or completeness of any information provided by a
Mortgagor or third party (including, without limitation, the 2005-C22 Master
Servicer, the 2005-C22 Special Servicer and the 2005-C22 Trustee).

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall, upon request, 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 provided to
Certificateholders pursuant to clauses (i), (ii), (iii) and (iv) of the
description of "Distribution Date Statement" above 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.

            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 mail or cause the mailing of or,
provide electronically or cause the provision electronically of, such
statements, reports and/or other written information to such Certificate
Owner 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 the necessary underlying information from the Special Servicer or
Master 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 or the Master 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.

            (b)   Not later than 1:00 p.m. New York City time on the second
Business Day preceding each Distribution Date the Master Servicer shall
furnish to the Trustee, the Depositor, the Special Servicer and the
Underwriters, 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), with a hard copy (other than in the case of the Trustee) of such
transmitted information to follow promptly, an accurate and complete CMSA
Loan Periodic Update File providing the required information for the Mortgage
Loans as of such Determination Date.  The Depositor shall provide the
information necessary for the CMSA Loan Setup File on the Closing Date.  Not
later than 2:00 p.m. New York City time on the second Business Day preceding
each Distribution Date, the Master Servicer shall deliver to the Trustee
notice of the Discount Rate applicable to each Principal Prepayment received
in the related Collection Period.

            In the performance of its obligations set forth in Section 4.05,
and its other duties hereunder, the Trustee (including in its capacity as
Paying Agent) may conclusively rely on reports 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 2005-C22 Master Servicer, the 2005-C22
Trustee or the 2005-C22 Special Servicer, the Master Servicer shall have no
obligation to provide such information until it has received such information
from such party, shall not be in default hereunder due to a delay in
providing the CMSA Loan Periodic Update File caused by the such party's
failure to timely provide any report required under this Agreement and may,
absent manifest error, conclusively rely on the reports to be provided by the
such party.

            Section 4.03      P&I Advances.

            (a)   On or before 1:30 p.m., New York City time, on each P&I
Advance Date, the Master Servicer shall (i) apply amounts in the Certificate
Account received after the end of the related Collection Period or otherwise
held for future distribution to Certificateholders in subsequent months in
discharge of its obligation to make P&I Advances or (ii) subject to
Section 4.03(c) below, remit from its own funds to the Paying Agent for
deposit into the Distribution Account, an amount equal to the aggregate
amount of P&I Advances, if any, to be made in respect of the related
Distribution Date.  The Master Servicer may also make P&I Advances in the
form of any combination of clauses (i) and (ii) above aggregating the total
amount of P&I Advances to be made.  Any amounts held in the Certificate
Account for future distribution and so used to make P&I Advances shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Certificate 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 3:00 p.m., New York
City time, on any P&I Advance 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 (704) 715-0036 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone
at (704) 593-7836 or (704) 593-7867 (or such alternative number provided by
the Master Servicer to the Trustee in writing) as soon as possible, but in
any event before 4:00 p.m., New York City time, on such P&I Advance Date.  If
the Trustee does not receive the full amount of such P&I Advances by 10:00
a.m., New York City time, on the related Distribution Date, then, subject to
Section 4.03(c), (i) the Trustee shall, no later than 11:00 a.m., New York
City time, on such related Distribution Date make the portion of such P&I
Advances that was required to be, but was not, made by the Master Servicer on
such P&I Advance Date, and (ii) the provisions of Sections 7.01 and 7.02
shall apply.

            (b)   The aggregate amount of P&I Advances to be made by the
Master Servicer or the Trustee in respect of any Distribution Date shall,
subject to Section 4.03(c) and Section 4.03(e) below, equal the aggregate of
all Periodic Payments (other than Balloon Payments) and any Assumed Scheduled
Payments, net of related Servicing Fees (and, in the case of the 2005-C22
Serviced Mortgage Loan, servicing fees due to the 2005-C22 Master Servicer to
the extent not so otherwise paid pursuant to the Hyatt Center Intercreditor
Agreement) due or deemed due, as the case may be, in respect of the Mortgage
Loans (including, without limitation, Balloon Mortgage Loans delinquent as to
their respective Balloon Payments) and any REO Loans on their respective Due
Dates during (or deemed to be during) the related Collection Period (i) in
each case other than with respect to the 2005-C22 Serviced Mortgage Loan, 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 last day of related Collection Period or (ii) in
the case of the 2005-C22 Serviced Mortgage Loan, to the extent such amount
was required to be advanced by the 2005-C22 Master Servicer pursuant to the
2005-C22 Pooling and Servicing Agreement and the 2005-C22 Master Servicer
failed to make such advance, the Master Servicer shall be required to make
such P&I Advance only to the extent that the Master Servicer has received all
information necessary to determine whether such P&I Advance is a
Nonrecoverable Advance; provided that, (x) if the Periodic Payment on any
Mortgage Loan has been reduced in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to
Section 3.20, or if the final maturity on any Mortgage Loan shall be extended
in connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20, and the Periodic Payment due and
owing during the extension period is less than the related Assumed Scheduled
Payment, then the Master Servicer or the Trustee shall, as to such Mortgage
Loan only, advance only the amount of the Periodic Payment due and owing
after taking into account such reduction (net of related Servicing Fees) in
the event of subsequent delinquencies thereon; and (y) if it is determined
that an Appraisal Reduction Amount exists with respect to any Required
Appraisal Mortgage Loan, then, with respect to the Distribution Date
immediately following the date of such determination and with respect to each
subsequent Distribution Date for so long as such Appraisal Reduction Amount
exists with respect to such Required Appraisal Mortgage Loan, the Master
Servicer or the Trustee will be required in the event of subsequent
delinquencies to advance in respect of such Mortgage Loan only an amount
equal to the sum of (A) the amount of the interest portion of the P&I Advance
that would otherwise be required without regard to this clause (y), minus the
product of (1) such Appraisal Reduction Amount and (2) the per annum
Pass-Through Rate (i.e., for any month, one-twelfth of the Pass-Through Rate)
applicable to the Class of Certificates to which such Appraisal Reduction
Amount is allocated pursuant to Section 4.04(d) and (B) the amount of the
principal portion of the P&I Advance that would otherwise be required without
regard to this clause (y).

            (c)   Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made hereunder if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance.  The determination by the
Master Servicer or the Special Servicer that the Master Servicer has made a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer's
Certificate delivered to the Trustee and the Depositor on or before the
related P&I Advance Date, setting forth the basis for such determination,
together with any other information, including Appraisals (the cost of which
may be paid out of the Certificate Account pursuant to Section 3.05(a)) (or,
if no such Appraisal has been performed pursuant to this Section 4.03(c), a
copy of an Appraisal of the related Mortgaged Property performed within the
twelve months preceding such determination), related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Properties, engineers' reports, environmental surveys and any
similar reports that the Master 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 the Special Servicer.  As soon
as reasonably practical after making such determination, the Special Servicer
shall report to the Master Servicer the Special Servicer's determination as
to whether each P&I Advance made with respect to any previous Distribution
Date or required to be made with respect to such Distribution Date with
respect to any Specially Serviced Mortgage Loan or REO Loan is a
Nonrecoverable P&I Advance.  The Master Servicer shall be entitled to
conclusively rely on such determination by the Special Servicer.  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 Advance (and with respect to a P&I Advance, the Trustee shall
rely on the Master Servicer's determination that the P&I Advance would be a
Nonrecoverable Advance if the Trustee determines that it does not have
sufficient time to make such determination); 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 or the Special Servicer that such P&I
Advance would be Nonrecoverable Advance, the Trustee shall make such Advance
within the time periods required by Section 4.03(a) unless the Trustee, in
accordance with the standard of care set forth in Section 8.01(a), makes a
determination prior to the times specified in Section 4.03(a) that such P&I
Advance would be a Nonrecoverable Advance.  The Trustee, in determining
whether or not a P&I Advance previously made is, or a proposed P&I Advance,
if made, would be, a Nonrecoverable Advance shall be subject to the standards
set forth in Section 8.01(a) hereunder, including utilizing its good faith
business judgment to make such determination.

            (d)   In connection with the recovery by the Master Servicer or
the Trustee of any P&I Advance out of the Certificate Account pursuant to
Section 3.05(a), subject to the next sentence, the Master Servicer shall be
entitled to pay itself or the Trustee, as the case may be, out of any amounts
then on deposit in the Certificate Account, interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount
of such P&I Advance (to the extent made with its own funds) from the date
made (provided, however, no such interest shall accrue during any grace
period under a Mortgage Loan) to but not including the date of reimbursement,
such interest to be payable, subject to the terms of the Intercreditor
Agreement with respect to the related Loan Pair, first out of late payment
charges and Penalty Interest received on the related Mortgage Loan or REO
Property during the Collection Period in which such reimbursement is made and
then from general collections on the Mortgage Loans then on deposit in the
Certificate Account.  The Master Servicer shall reimburse itself or the
Trustee, as applicable, for any outstanding P&I Advance made thereby as soon
as practicable after funds available for such purpose have been received by
the Master Servicer, and in no event shall interest accrue in accordance with
this Section 4.03(d) on any P&I Advance as to which the corresponding payment
of principal and interest or Late Collection was received by the Master
Servicer on or prior to the related P&I Advance Date.

            (e)   In no event shall the Trustee make a P&I Advance with
respect to any Companion Loan.

            (f)   Subject to Section 4.03(b) and Section 4.03(c), the Master
Servicer shall make P&I Advances in respect of the Prime Outlets Pool Pari
Passu Companion Loan only during such time the Prime Outlets Pool Pari Passu
Companion Loan is included in a securitization or a collateralized debt
obligation in which interests therein are issued or created pursuant to the
terms of the Prime Outlets Pool Intercreditor Agreement.  With respect to any
P&I Advance made on the Prime Outlets Pool Pari Passu Companion Loan, the
Master Servicer shall be entitled to recovery of such amounts from the holder
thereof.  For the avoidance of doubt, the Trust Fund shall not be liable for
any recoveries of P&I Advances made by the Master Servicer on the Prime
Outlets Pool Pari Passu Companion Loan.  Notwithstanding anything to the
contrary contained herein, the Trustee shall have no obligation hereunder to,
and shall not make P&I Advances in respect of, the Prime Outlets Pool Pari
Passu Companion Loan.

            Section 4.04      Allocation of Realized Losses and Additional
Trust Fund Expenses; Allocation of Certificate Deferred Interest; Allocation
of Appraisal Reduction Amounts.

            (a)   On each Distribution Date, following all distributions to
be made on such date pursuant to Section 4.01, the Paying Agent shall
allocate to the respective Classes of Sequential Pay Certificates the
aggregate of all Realized Losses and Additional Trust Fund Expenses that were
incurred at any time following the Cut-Off Date through the end of the
related Collection Period and in any event that were not previously allocated
pursuant to this Section 4.04(a) on any prior Distribution Date, but only to
the extent that (i) the aggregate Certificate Principal Balance of the
Sequential Pay Certificates as of such Distribution Date (after taking into
account all of the distributions made on such Distribution Date pursuant to
Section 4.01), exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such
Distribution Date (for purposes of this calculation only, not giving effect
to any reductions of the Stated Principal Balance for payments of principal
collected on the Mortgage Loans that were used to reimburse any
Nonrecoverable Advances, to the extent a Final Recovery Determination has not
been made with respect thereto, and Workout-Delayed Reimbursement Amounts
pursuant to Sections 3.05(a)(vii) and (viii) hereof): first, to the Class S
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; second, to the Class Q Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; third, to the
Class P Certificates, until the remaining Class Principal Balance thereof has
been reduced to zero; fourth, to the Class O Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; fifth, to
the Class N Certificates, until the remaining Class Principal Balance thereof
has been reduced to zero; sixth, to the Class M Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; seventh,
to the Class L Certificates, until the remaining Class Principal Balance
thereof has been reduced to zero; eighth, to the Class K Certificates, until
the remaining Class Principal Balance thereof has been reduced to zero;
ninth, to the Class J Certificates, until the remaining Class Principal
Balance thereof has been reduced to zero; tenth, to the Class H Certificates,
until the remaining Class Principal Balance thereof has been reduced to zero;
eleventh, to the Class G Certificates, until the remaining Class Principal
Balance thereof has been reduced to zero; twelfth, to the Class F
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; thirteenth, to the Class E Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; fourteenth, to the
Class D Certificates, until the remaining Class Principal Balance thereof has
been reduced to zero; fifteenth to the Class C Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; sixteenth
to the Class B Certificates, until the remaining Class Principal Balance
thereof has been reduced to zero; seventeenth, to the Class A-J Certificates,
until the remaining Class Principal Balance thereof has been reduced to zero;
eighteenth to the Class A-M Certificates, until the remaining Class Principal
Balance thereof has been reduced to zero; and nineteenth, pro rata (based on
remaining Class Principal Balances) to the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-PB
Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the
Class A-1A Certificates, until the Class Principal Balances thereof are
reduced to zero.  Any allocation of Realized Losses and Additional Trust Fund
Expenses to a Class of Regular Certificates shall be made by reducing the
Class Principal Balances thereof by the amount so allocated.  All Realized
Losses and Additional Trust Fund Expenses, if any, allocated to a Class of
Regular Certificates shall be allocated among the respective Certificates of
such Class in proportion to the Percentage Interests evidenced thereby.  All
Realized Losses and Additional Trust Fund Expenses, if any, that have not
been allocated to the Regular Certificates as of the Distribution Date on
which the aggregate Certificate Principal Balance of such Regular
Certificates has been reduced to zero, shall be deemed allocated to the
Residual Certificates.

            (b)   On each Distribution Date, following the deemed
distributions of principal or reimbursement of previously allocated Realized
Losses and Additional Trust Fund Expenses made in respect of the REMIC I
Regular Interests pursuant to Section 4.01(h), the REMIC I Principal Balance
(or aggregate REMIC I Principal Balance with respect to the REMIC I Regular
Interests corresponding to each of the Class A-1, Class A-2, Class A-PB,
Class A-4, Class A-1A, Class E, Class F, Class G, Class H, Class J and Class
K Certificates) of the Corresponding REMIC I Regular 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 Corresponding Certificates that will be outstanding
immediately following such Distribution Date; provided that Realized Losses
and Additional Trust Fund Expenses shall be allocated:

               (i)      with respect to the Class A-1 Certificates, first, in
      respect of REMIC I Regular Interest LA-1-1; second, to REMIC I Regular
      Interest LA-1-2; third, to REMIC I Regular Interest LA-1-3; and fourth,
      to REMIC I Regular Interest LA-1-4; in each case, until their
      respective REMIC I Principal Balances are reduced to zero;

               (ii)     with respect to the Class A-2 Certificates, first, in
      respect of REMIC I Regular Interest LA-2-1; second, to REMIC I Regular
      Interest LA-2-2; and third, to REMIC I Regular Interest LA-2-3; in each
      case, until their respective REMIC I Principal Balances are reduced to
      zero;

               (iii)    with respect to the Class A-PB Certificates, first,
      in respect of REMIC I Regular Interest LA-PB-1; second, to REMIC I
      Regular Interest LA-PB-2; third, to REMIC I Regular Interest LA-PB-3;
      and fourth, to REMIC I Regular Interest LA-PB-4; in each case, until
      their respective REMIC I Principal Balances are reduced to zero;

               (iv)     with respect to the Class A-4 Certificates, first, in
      respect of REMIC I Regular Interest LA-4-1; second, to REMIC I Regular
      Interest LA-4-2; third, to REMIC I Regular Interest LA-4-3; fourth, to
      REMIC I Regular Interest LA-4-4; fifth, to REMIC I Regular Interest
      LA-4-5; sixth, to REMIC I Regular Interest LA-4-6; and seventh, to
      REMIC I Regular Interest LA-4-7; in each case, until their respective
      REMIC I Principal Balances are reduced to zero;

               (v)      with respect to the Class A-1A Certificates, first, in
      respect of the REMIC I Regular Interest LA-1A-1; second, to REMIC I
      Regular Interest LA-1A-2; third, to REMIC I Regular Interest LA-1A-3;
      fourth, to REMIC I Regular Interest LA-1A-4; fifth, to REMIC I Regular
      Interest LA-1A-5; sixth, to REMIC I Regular Interest LA-1A-6; seventh,
      to REMIC I Regular Interest LA-1A-7; eighth, to REMIC I Regular
      Interest LA-1A-8; ninth, to REMIC I Regular Interest LA-1A-9; tenth, to
      REMIC I Regular Interest LA-1A-10; eleventh, to REMIC I Regular
      Interest LA-1A-11; twelfth, to REMIC I Regular Interest LA-1A-12;
      thirteenth, to REMIC I Regular Interest LA-1A-13; fourteenth, to REMIC
      I Regular Interest LA-1A-14; and fifteenth, to REMIC I Regular Interest
      LA-1A-15; in each case, until their respective REMIC I Principal
      Balances are reduced to zero;

               (vi)     with respect to the Class E Certificates, first, in
      respect of REMIC I Regular Interest LE-1; and second, to REMIC I
      Regular Interest LE-2; in each case, until their respective REMIC I
      Principal Balances are reduced to zero;

               (vii)    with respect to the Class F Certificates, first, in
      respect of REMIC I Regular Interest LF-1; second, to REMIC I Regular
      Interest LF-2; and third, to REMIC I Regular Interest LF-3; in each
      case, until their respective REMIC I Principal Balances are reduced to
      zero;

               (viii)   with respect to the Class G Certificates, first, in
      respect of REMIC I Regular Interest LG-1; and second, to REMIC I
      Regular Interest LG-2; in each case, until their respective REMIC I
      Principal Balances are reduced to zero;

               (ix)     with respect to the Class H Certificates, first, in
      respect of REMIC I Regular Interest LH-1; second, to REMIC I Regular
      Interest LH-2; and third, to REMIC I Regular Interest LH-3; in each
      case, until their respective REMIC I Principal Balances are reduced to
      zero;

               (x)      with respect to the Class J Certificates, first, in
      respect of REMIC I Regular Interest LJ-1; and second, to REMIC I Regular
      Interest LJ-2; in each case, until their respective REMIC I Principal
      Balances are reduced to zero; and

               (xi)     with respect to the Class K Certificates, first, in
      respect of REMIC I Regular Interest LK-1; second, to REMIC I Regular
      Interest LK-2; and third, to REMIC I Regular Interest LK-3; in each
      case, until their respective REMIC I Principal Balances are reduced to
      zero.

            (c)   On any Distribution Date, the amount of any Mortgage
Deferred Interest will be allocated as Certificate Deferred Interest to each
outstanding Class of Sequential Pay Certificates in reverse order of
priorities (except with respect to the Class A-1, Class A-2, Class A-3,
Class A-PB, Class A-4, Class A-5 and Class A-1A Certificates, which amounts
shall be applied pro rata (based on remaining Class Principal Balances) to
such Certificates), in each case up to the respective Accrued Certificate
Interest for each such Class of Certificates for such Distribution Date.  On
each such Distribution Date, the Certificate Principal Balance of each Class
of Certificates to which Certificate Deferred Interest has been allocated
shall be increased by the amount of Certificate Deferred Interest allocated
to such Class of Certificates.  The amount of Certificate Deferred Interest
allocated to any Class of Sequential Pay Certificates shall be allocated to,
and will increase the REMIC I Principal Balances of the Corresponding REMIC I
Regular Interest(s) in reverse order of priority specified for deemed
distributions of principal in Section 4.01(h); provided, however, that with
respect to the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class
A-5 and Class A-1A Certificates, allocations to the Corresponding REMIC I
Regular Interests shall be made on a pro rata basis.

            (d)   Any Appraisal Reduction Amounts shall be allocated only for
purposes of determining the amount of P&I Advances with respect to the
related Mortgage Loan, as follows: to the Class Principal Balance 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, in that order, up to the amount of
their respective Class Principal Balances, and then to the Class A
Certificates on a pro rata basis; provided, however, that with respect to any
Appraisal Reduction Amount relating to a Co-Lender Loan (other than the Prime
Outlets Pool Loan and the Hyatt Center Loan), such Appraisal Reduction Amount
will be applied, first to the Subordinate Companion Loans from the most
junior to the most senior, and with respect to the Prime Outlets Pool Whole
Loan, will be applied pro rata to the Prime Outlets Pool Loan and the Prime
Outlets Pool Pari Passu Companion Loan.  On any Distribution Date, an
Appraisal Reduction Amount that otherwise would be allocated to a Class of
Certificates shall be allocated to the next most subordinate Class to the
extent that the Class Principal Balance on such Distribution Date for such
Class of Certificates (prior to taking the Appraisal Reduction Amount into
account) is less than the Appraisal Reduction Amount for the Distribution
Date.  The Master Servicer shall report to the Trustee on or before each
Determination Date all Appraisal Reduction Amounts and the Trustee shall
report to the Master Servicer no later than 10:00 a.m. on the related P&I
Advance Date the Pass-Through Rates necessary to calculate the allocation
required by this Section 4.04(d).

            Section 4.05      Calculations.

            The Paying Agent 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,
Section 5.02(d) 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 Paying Agent shall calculate the Available Distribution
Amount for each Distribution Date and shall allocate such amount among
Certificateholders in accordance with this Agreement, and the Paying Agent
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 Paying Agent of such amounts shall, in the absence of manifest error,
be presumptively deemed to be correct for all purposes hereunder.

            Section 4.06      Use of Agents.

            The Master 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 or the Trustee from any of such
obligations or liabilities, and the Master Servicer or the Trustee, as
applicable, shall remain responsible for all acts and omissions of any such
agent or attorney-in-fact (other than with respect to limited
powers-of-attorney delivered by the Trustee to the Master Servicer or Special
Servicer pursuant to Section 2.03(b) and 3.01(b), as applicable, in which
case the Trustee shall have no such responsibility).

                                  ARTICLE V

                               THE CERTIFICATES

            Section 5.01      The Certificates.

            (a)   The Certificates will be substantially in the respective
forms attached hereto as Exhibit A; 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 Regular
Certificates shall initially be held and transferred through the book-entry
facilities of the Depository.  The Regular Certificates will be issuable only
in denominations corresponding to initial Certificate Principal Balances or
initial Certificate Notional Amounts, as the case may be, as of the Closing
Date of not less than $10,000 in the case of the Registered Certificates,
$1,000,000 in the case of the Class X Certificates, and $250,000 in the case
of Non-Registered Certificates (other than the Residual Certificates and the
Class X Certificates), and in each such case in integral multiples of $1 in
excess thereof.  The Class Z Certificates, Class R-I Certificates and the
Class R-II Certificates shall have no minimum denomination and shall each be
represented by a single definitive certificate.

            (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 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 (located as of the Closing
Date at the Corporate Trust Office), 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 Certificate Registrar may appoint, by a
written instrument delivered to the Depositor, the Trustee, the Special
Servicer and the Master Servicer, any other bank or trust company to act as
Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe; provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment.  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.  Upon written request of any
Certificateholder made for purposes of communicating with other
Certificateholders with respect to their rights under this Agreement, the
Certificate Registrar shall promptly furnish such Certificateholder with a
list of the other Certificateholders of record identified in the Certificate
Register at the time of the request.

            (b)   No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification.  If such a transfer is to be made
without registration under the Securities Act (other than in connection with
the initial issuance thereof or the initial transfer thereof by the
Depositor, the Initial Purchasers or their respective Affiliates), 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 hereto, and a certificate
from such Certificateholder's prospective transferee substantially in the
form attached as either Exhibit F-2 hereto or as Exhibit F-3 hereto; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate
Registrar 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 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 any Class of
Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under this Agreement to
permit the transfer of any Non-Registered Certificate without registration or
qualification.  Any Holder of a Non-Registered Certificate desiring to effect
such a transfer shall, and upon acquisition of such a Certificate shall be
deemed to have agreed to, indemnify the Trustee, the Certificate Registrar
and the Depositor against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.

            In connection with transfer of the Non-Registered Certificates,
the Depositor shall furnish upon request of a Certificateholder or
Certificate Owner to such Holder or Certificate Owner and any prospective
purchaser designated by such Certificateholder or Certificate Owner the
information required to be delivered under paragraph (d)(4) of Rule 144A of
the Securities Act.

            Notwithstanding the foregoing, for so long as any Non-Registered
Certificate is a Book-Entry Certificate, (a) each prospective transferor of
such Certificate shall be deemed to have represented to the Trustee, the
Depositor and the transferee of such Certificate the information set forth on
Exhibit F-1 upon or prior to such transfer and (b) each prospective
transferee of such Certificate shall be deemed to have represented to the
Trustee, the Depositor and the transferor of such Certificate the information
set forth on Exhibit F-2 or Exhibit F-3 upon or prior to such transfer.  In
addition, if such prospective transferee is an Institutional Accredited
Investor (but not also a Qualified Institutional Buyer), such prospective
transferee shall be deemed to have acknowledged that any beneficial interest
in a Book-Entry Certificate that is transferred to it is required to be
delivered in the form of a Definitive Certificate and shall cease to be an
interest in such Book-Entry Certificate and, thereafter, shall be subject to
all transfer restrictions and other procedures applicable to Certificates in
definitive form.

            (c)   No transfer of a Certificate or any interest therein shall
be made to any "employee benefit plan" subject to Title I of ERISA, any
"plan" subject to Section 4975 of the Code or any other retirement plan or
other employee benefit plan or arrangement subject to applicable federal,
state or local law ("Similar Law") materially similar to the foregoing
provisions of ERISA or the Code, or any entity deemed to hold plan assets of
the foregoing by reason of such a plan's investment in such entity (each, a
"Plan") unless (A) in the case of a Certificate other than a Residual
Certificate or a Class Z Certificate, the transferee is an insurance company
general account which is eligible for, and satisfies all the requirements of,
exemptive relief under Sections I and III of Department of Labor Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a
Certificate other than an ERISA Restricted Certificate, a Residual
Certificate or a Class Z Certificate, the transferee (1) qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D under the
Securities Act and (2) satisfies all the requirements of the Exemptions as in
effect at the time of such transfer.  Each Person who acquires a Certificate
in Definitive Certificate form shall be required to certify in writing in the
form attached as Exhibit G hereto that it meets the foregoing conditions and
that it will not transfer such Certificate in violation of the foregoing, and
each Person who acquires a Certificate in Book-Entry Certificate form shall
be deemed to have represented that the foregoing conditions are satisfied and
that it will not transfer such Certificate in violation of the foregoing.

            (d)   (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Paying Agent
under clause (ii)(A) below to deliver payments to a Person other than such
Person and to have irrevocably authorized the Certificate Registrar 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 sale.  The rights of each Person acquiring any
Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

                  (A)   Each Person holding or acquiring any Ownership
            Interest in a Residual Certificate shall be a Permitted
            Transferee and shall promptly notify the Master Servicer, the
            Paying Agent and the Certificate Registrar 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 Certificate, the Certificate
            Registrar shall require delivery to it, and shall not register
            the Transfer of any Residual 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, in form and substance satisfactory to the
            Certificate Registrar, and upon which the Certificate Registrar
            may, in the absence of actual knowledge by a Responsible Officer
            of either the Trustee or the Certificate Registrar to the
            contrary, conclusively rely, representing and warranting, among
            other things, that such Transferee is a Permitted Transferee;
            that it is not acquiring its Ownership Interest in the Residual
            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 Certificate, it will endeavor to remain a Permitted
            Transferee; that it has historically paid its debts as they have
            come due, intends to pay its debts as they come due in the future
            and intends to pay all taxes associated with the Residual
            Certificate as they come due; 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 the Certificate Registrar has actual
            knowledge that the proposed Transferee is not a Permitted
            Transferee, no Transfer of an Ownership Interest in a Residual
            Certificate to such proposed Transferee shall be effected.

                  (D)   Each Person holding or acquiring any Ownership
            Interest in a Residual Certificate shall agree (a) to require a
            Transfer Affidavit and Agreement from any prospective Transferee
            to whom such Person attempts to transfer its Ownership Interest
            in such Residual Certificate and (b) not to transfer its
            Ownership Interest in such Residual 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 Certificate, by purchasing an Ownership
            Interest in such Certificate, agrees to give the Master Servicer
            and the Trustee written notice that it is a "pass-through
            interest holder" within the meaning of temporary Treasury
            regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring
            an Ownership Interest in a Residual Certificate, if it is, or is
            holding an Ownership Interest in a Residual Certificate on behalf
            of, a "pass-through interest holder."

                  (F)   Each investor in the Certificates will be deemed, by
            its investment in such Certificates, to represent that neither
            (a) the investor nor (b) any owner of a five percent or greater
            interest in the investor is an employer with employees covered by
            the General Electric Pension Trust.  Any transfer in violation of
            this deemed representation will be void ab initio.

               (ii)     (A)   If any purported Transferee shall become a
      Holder of a Residual Certificate in violation of the provisions of this
      Section 5.02(d), then the last preceding Holder of such Residual
      Certificate that was in compliance with the provisions of this
      Section 5.02(d) shall be restored, to the extent permitted by law, to
      all rights as Holder thereof retroactive to the date of registration of
      such Transfer of such Residual Certificate.  None of the Trustee, the
      Master Servicer or the Certificate Registrar shall be under any
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by this Section 5.02(d) or
      for making any payments due on such Certificate to the Holder thereof
      or for taking any other action with respect to such Holder under the
      provisions of this Agreement.

                  (B)   If any purported Transferee shall become a Holder of
            a Residual Certificate in violation of the restrictions in this
            Section 5.02(d), then, to the extent that the retroactive
            restoration of the rights of the preceding Holder of such
            Residual Certificate as described in clause (ii)(A) above shall
            be invalid, illegal or unenforceable, the Certificate Registrar
            shall have the right, without notice to the Holder or any prior
            Holder of such Residual Certificate, to cause the transfer of
            such Residual Certificate to a Permitted Transferee on such terms
            as the Certificate Registrar may choose.  Such purported
            Transferee shall promptly endorse and deliver such Residual
            Certificate in accordance with the instructions of the
            Certificate Registrar.  Such Permitted Transferee may be the
            Certificate Registrar itself or any Affiliate of the Certificate
            Registrar.  Any proceeds of such sale, net of the commissions
            (which may include commissions payable to the Certificate
            Registrar or its Affiliates), expenses and taxes due, if any,
            will be remitted by the Paying Agent to such purported
            Transferee.  The terms and conditions of any sale under this
            clause (ii)(B) shall be determined in the sole discretion of the
            Certificate Registrar, and the Certificate Registrar shall not be
            liable to any Person having an Ownership Interest in a Residual
            Certificate as a result of its exercise of such discretion.

               (iii)    The Certificate Registrar shall make available to the
      Internal Revenue Service and to those Persons specified by the REMIC
      Provisions any information available to it which is necessary to
      compute any tax imposed as a result of the Transfer of an Ownership
      Interest in a Residual Certificate to any Person who is a Disqualified
      Organization or agent thereof, including the information described in
      Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
      respect to the "excess inclusions" of such Residual Certificate, and
      the Master Servicer and the Special Servicer shall furnish to the
      Certificate Registrar all information in its possession necessary for
      the Certificate Registrar to discharge such obligation.  The transferor
      of such Ownership Interest shall be responsible for the reasonable
      compensation of the Certificate Registrar, the Master Servicer and the
      Special Servicer for providing such information.

               (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 Certificate
      Registrar and the Master Servicer 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 qualify,
            downgrade or withdraw its then-current rating of any Class of
            Certificates; and

                  (B)   an Opinion of Counsel, in form and substance
            satisfactory to the Certificate Registrar and the Master
            Servicer, 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 Trust Fund), to the effect
            that doing so will not cause either of REMIC I or REMIC II to
            (x) cease to qualify as a REMIC or (y) be subject to an
            entity-level tax caused by the Transfer of any Residual
            Certificate to a Person which is not a Permitted Transferee, or
            cause a Person other than the prospective Transferee to be
            subject to a REMIC-related tax caused by the Transfer of a
            Residual Certificate to a Person that is not a Permitted
            Transferee.

            (e)   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 of a like aggregate Percentage Interest.

            (f)   At the option of any Holder, its Certificates may be
exchanged for other Certificates of authorized denominations of the same
Class of a like aggregate Percentage Interest, 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.

            (g)   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.

            (h)   No service charge shall be imposed for any transfer or
exchange of Certificates, but 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.

            (i)   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.

            (j)   Upon request, the Certificate Registrar shall provide to
the Master Servicer, the Special Servicer and the Depositor notice of each
transfer of a Certificate and shall provide to each such Person with an
updated copy of the Certificate Register.

            (k)   Each Person who has or who acquires any Ownership Interest
in a Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of any
Intercreditor Agreement affecting such Certificate.

            Section 5.03      Book-Entry Certificates.

            (a)   Each Class of Regular Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository
or its nominee and, except as provided in Section 5.03(c) below, transfer of
such Certificates may not be registered by the Certificate Registrar unless
such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein.  Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in
Section 5.03(c) below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership
Interests.  All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing 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, at the Depositor's
expense, and the Authenticating Agent shall authenticate and deliver, the
Definitive Certificates in respect of such Class to the Certificate Owners
identified in such instructions.  The Depositor shall provide the Certificate
Registrar with an adequate inventory of Definitive Certificates.  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 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 (including, but not limited to, any
Non-Registered Certificate, any Subordinated Certificate and any Class Z
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 required by them to save each of them
harmless, then, in the absence of actual notice to the Trustee and 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 of the related Record Date as the
owner of such Certificate for the purpose of receiving distributions pursuant
to Section 4.01 and may treat the person whose name each Certificate is
registered as of the date of determination as the owner of such Certificate
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 CONTROLLING CLASS REPRESENTATIVE

            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      Merger, Consolidation or Conversion of
Depositor or 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 corporation, or national banking
association, as the case may be, under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a national banking association or foreign
corporation, as the case may be, in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage
Loans and to perform its respective duties under this Agreement, and the
Master Servicer shall keep in full effect its existence and rights as a
national banking association under the laws of the United States.

            The Depositor, the Master Servicer or the Special Servicer may be
merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan
servicing) to any Person, in which case any Person resulting from any merger
or consolidation to which the Depositor, the Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business (which
may be limited to the commercial 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 evidenced in writing by the Rating Agencies, such succession
will not result in qualification, downgrading or withdrawal of the ratings
then assigned by the Rating Agencies to any Class of Certificates and
(ii) such successor or surviving Person makes the applicable representations
and warranties set forth in Section 3.23.

            Section 6.03      Limitation on Liability of Depositor, Master
Servicer and Special Servicer.

            None of the Depositor, the Master Servicer or the Special
Servicer, or any director, officer, employee or agent of any of them, shall
be under any liability to the Trust Fund, the Trustee or the
Certificateholders or the Companion Holders 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 Holders for the
breach of a representation, warranty or covenant 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 misfeasance, bad
faith or negligence in the performance of obligations or duties hereunder or
negligent disregard of such obligations and duties.  The Depositor, the
Master Servicer, the Special Servicer and any director, 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, member, manager, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer shall be indemnified and held
harmless by the Trust Fund against any loss, liability or reasonable expense
incurred in connection with this Agreement or the Certificates (including,
without limitation, the distribution or posting of reports or other
information as contemplated by this Agreement), other than any loss,
liability or expense: (i) specifically required to be borne by such party
without right of reimbursement pursuant to the terms hereof (including
without limitation, those expenses set forth in Section 3.11(b) or
Section 3.11(d) and the last sentence of the definition of Servicing
Advances); (ii) incurred in connection with any breach of a representation,
warranty or covenant made herein; or (iii) incurred by reason of willful
misfeasance, bad faith or negligence in the performance of obligations or
duties hereunder.  None of the Depositor, the Master Servicer or the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is related to its respective duties under
this Agreement and unless it is specifically required hereunder to bear the
costs of such legal action, in its opinion does not involve it in any
ultimate expense or liability; provided, however, that 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 hereunder.  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 Certificate Account as provided in
Section 3.05.  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 or by the Depositor, the Trustee, or any Certificateholder,
subject to the provisions of Section 8.05(b).

            Section 6.04      Resignation of Master Servicer and the Special
Servicer.

            The Master Servicer and, subject to Section 6.09, the Special
Servicer may 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 7.02 hereof.  The Master Servicer and the Special Servicer shall have
the right to resign at any other time; provided that (i) a willing successor
thereto has been found by the Master Servicer or Special Servicer, as
applicable, (ii) each of the Rating Agencies confirms in writing that the
successor's appointment will not result in a withdrawal, qualification or
downgrade of any rating or ratings assigned to any Class of Certificates,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the
effectiveness of such resignation.  Neither the Master Servicer nor the
Special Servicer shall be permitted to resign except as contemplated above in
this Section 6.04.

            Consistent with the foregoing, 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 and 4.06, 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 or the Special Servicing Fee, as the case may be, that accrues pursuant
hereto from and after the date of such transfer shall be payable to such
successor.

            Section 6.05      Rights of Depositor and Trustee in Respect of
Master Servicer and the Special Servicer.

            The Master Servicer and the Special Servicer shall each afford
the Depositor, the Underwriters and the Trustee, upon reasonable notice,
during normal business hours access to all records maintained thereby in
respect of its rights and obligations hereunder and access to officers
thereof responsible for such obligations.  Upon reasonable request, the
Master Servicer and the Special Servicer shall each furnish the Depositor,
the Underwriters and the Trustee with its most recent publicly available
financial statements and such other information as it possesses, and which it
is not prohibited by applicable law or contract from disclosing, regarding
its business, affairs, property and condition, financial or otherwise, except
to the extent such information constitutes proprietary information or is
subject to a privilege under applicable law.  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;
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      Designation of Special Servicer by the
Controlling Class and Controlling Holders.

            The Holder or Holders of the Certificates evidencing a majority
of the Voting Rights allocated to the Controlling Class may at any time and
from time to time designate a Person meeting the requirements set forth in
Section 6.04 (including, without limitation, Rating Agency confirmation) to
serve as Special Servicer hereunder and to replace any existing Special
Servicer or any Special Servicer that has resigned or otherwise ceased to
serve as Special Servicer; provided that such Holder or Holders shall pay all
costs related to the transfer of servicing if the Special Servicer is
replaced other than due to an Event of Default.  Such Holder or Holders may
also select a Controlling Class Representative that may advise and direct the
Special Servicer and whose approval is required for certain actions, as
described herein.  Such Holder or Holders shall so designate a Person to
serve as replacement Special Servicer by the delivery to the Trustee, the
Master Servicer 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 such Holders have 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 meeting
the requirements set forth in Section 6.04.  Any designated Person shall
become the Special Servicer, subject to satisfaction of the other conditions
set forth below, on the date that the Trustee shall have received written
confirmation from all of the Rating Agencies that the appointment of such
Person will not result in the qualification, downgrading or withdrawal of the
rating or ratings assigned to one or more Classes of the Certificates.  The
appointment of such designated Person as Special Servicer shall also be
subject to receipt by the Trustee of (1) an Acknowledgment of Proposed
Special Servicer in the form attached hereto as Exhibit I-2, executed by the
designated Person, and (2) an Opinion of Counsel (at the expense of the
Person designated to become the Special Servicer) to the effect that the
designation of such Person to serve as Special Servicer is in compliance with
this Section 6.09 and all other applicable provisions of this Agreement, 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 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 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 (including Workout Fees as set forth in Section 3.11(c) of this
Agreement), and it 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, without limitation, 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 the Certificate Account or the
REO Account or delivered to the Master Servicer or that are thereafter
received with respect to Specially Serviced Mortgage Loans and REO Properties.

            Notwithstanding the foregoing, in accordance with the terms of
each of the 620 Avenue of the Americas Intercreditor Agreement and the
Hohokam Towers Intercreditor Agreement, the Companion Holder related to each
of the 620 Avenue of the Americas Loan and the Hohokam Towers Loan, as
applicable, shall have the right to appoint, approve and/or remove the
Special Servicer with respect to each of the 620 Avenue of the Americas Loan
and the Hohokam Towers Loan, as applicable, and the Controlling Class shall
not have the right to replace the Special Servicer with respect to the 620
Avenue of the Americas Loan and the Hohokam Towers Loan, as applicable, as
described above.

            Section 6.10      Master Servicer or Special Servicer as Owner of
a Certificate.

            The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the
Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner
with respect to) any Certificate with (except as 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 (i) is not
expressly prohibited by the terms hereof and would not, in the Master
Servicer's or the Special Servicer's good faith judgment, violate the
Servicing Standard, and (ii) if taken, might nonetheless, in the Master
Servicer's or the Special Servicer's reasonable, 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 the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer, 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) shall have
failed to object in writing 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 thirty (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 in the case of unusual circumstances.

            Section 6.11      The Controlling Class Representative.

            (a)   Subject to Sections 6.11(c) in the case of the 2005-C22
Serviced Mortgage Loan and Section 6.11(d), the Controlling Class
Representative will be entitled to advise the Special Servicer with respect
to the following actions of the Special Servicer, and notwithstanding
anything herein to the contrary except as necessary or advisable to avoid an
Adverse REMIC Event or the violation of the Servicing Standard and except as
set forth in, and in any event subject to, the second paragraph of this
Section 6.11(a), the Special Servicer will not be permitted to take any of
the following actions as to which the Controlling Class Representative has
objected in writing within ten Business Days of being notified thereof, which
notification with respect to the action described in clause (vi) below shall
be copied by the Special Servicer to the Master Servicer (provided that, if
such written objection has not been received by the Special Servicer within
such ten Business Day period, then the Controlling Class Representative's
approval will be deemed to have been given):

               (i)      any actual or proposed foreclosure upon or comparable
      conversion (which may include acquisitions of an REO Property) of the
      ownership of properties securing such of the Specially Serviced
      Mortgage Loans as come into and continue in default;

               (ii)     any modification of a Money Term of a Mortgage Loan
      (other than a modification consisting of the extension of the maturity
      date of a Mortgage Loan for one year or less) or a material
      non-monetary term;

               (iii)    any actual or proposed sale of an REO Property (other
      than in connection with the termination of the Trust Fund or pursuant
      to Section 3.18);

               (iv)     any determination to bring an REO Property into
      compliance with applicable environmental laws or to otherwise address
      Hazardous Materials located at an REO Property;

               (v)      any acceptance of substitute or additional collateral or
      release of material collateral for a Mortgage Loan unless required by
      the underlying loan documents;

               (vi)     any waiver of a "due-on-sale" clause or
      "due-on-encumbrance" clause;

               (vii)    any release of any performance or "earn-out"
      reserves, escrows or letters of credit;

               (viii)   any acceptance of an assumption agreement releasing a
      borrower from liability under a Mortgage Loan (other than in connection
      with a defeasance permitted under the terms of the applicable Mortgage
      Loan documents);

               (ix)     any termination of the related property manager for
      Mortgage Loans having an outstanding principal balance of greater than
      $5,000,000;

               (x)      any termination of, or modification of, any applicable
      franchise agreement related to any Mortgage Loan secured by a hotel;

               (xi)     any determination to allow a borrower not to maintain
      terrorism insurance; and

               (xii)    any determination to decrease the time period
      referenced in clause (g) of the definition of Specially Serviced
      Mortgage Loan.

            In addition, the Controlling Class Representative may direct the
Special Servicer to take, or to refrain from taking, such other actions as
the Controlling Class Representative may deem advisable or as to which
provision is otherwise made in this Agreement; provided that, notwithstanding
anything herein to the contrary or anything in this Agreement which permits
the Controlling Class Representative or a Companion Holder the right to
consent to or object to actions taken by the Special Servicer, no such advice
or direction, and no objection contemplated by the preceding paragraph may
require or cause the Special Servicer to violate any applicable law, any
provision of this Agreement or the REMIC Provisions (and the Special Servicer
shall disregard any such direction or objection), including without
limitation the Special Servicer's obligation to act in accordance with the
Servicing Standard, or expose the Master Servicer, the Special Servicer, the
Trust Fund or the Trustee or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, or materially
expand the scope of the Special Servicer or the Special Servicer's
responsibilities hereunder or cause the Special Servicer to act, or fail to
act, in a manner which in the reasonable judgment of the Special Servicer is
not in the best interests of the Certificateholders.  For the avoidance of
doubt, the Master Servicer and/or the Special Servicer will disregard any
direction or objection of any party (including without limitation of the
Controlling Class Representative or a Companion Holder) if such direction and
or objection causes the Master Servicer or the Special Servicer to violate
the Servicing Standard, any applicable law, any provision of this Agreement
or the REMIC Provisions or expose the Master Servicer, the Special Servicer,
the Trust Fund, the Paying Agent or the Trustee or their respective
Affiliates, officers, directors employees or agents to any claim, suit or
liability, or materially expand the scope of the Master Servicer's or Special
Servicer's responsibility hereunder or cause the Master Servicer or the
Special Servicer to act, or fail to act, in a manner which in the reasonable
judgment of the Master Servicer or the Special Servicer is not in the best
interest of the Certificateholders, or the holders of the Companion Loan and
consistent with the Servicing Standard.

            (b)   The Controlling Class Representative, the Controlling
Class  and the Holder of any Companion Loan will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the
Controlling Class Representative, the Controlling Class and the Holder of any
Companion Loan will not be protected against any liability to a Controlling
Class  Certificateholder which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or
by reason of reckless disregard of obligations or duties.  By its acceptance
of a Certificate, each Certificateholder confirms its understanding that the
Controlling Class, the Controlling Class Representatives or any Holder of a
Companion Loan may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates, and that
the Controlling Class, the Controlling Class Representative and the Holder of
any Companion Loan may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, that the
Controlling Class, the Controlling Class Representatives or any Holder of a
Companion Loan may act solely in the interests of the Holders of the
Controlling Class or any Companion Holder, as the case may be, and that the
Controlling Class Representatives do not have any duties or liability to the
Holders of any Class of Certificates other than the Controlling Class or any
Companion Holder and shall have no liability whatsoever for having so acted,
and no Certificateholder may take any action whatsoever against the
Controlling Class Representatives or any Holder of any Companion Loan or any
director, officer, employee, agent or principal thereof for having so acted.

            (c)   Notwithstanding anything to the contrary in this
Section 6.11 or anything contained in this Agreement, with respect to the
2005-C22 Serviced Mortgage Loan, the Controlling Class Representative and the
2005-C22 Controlling Class Representative shall be entitled to take all
actions under this Agreement with respect to the 2005-C22 Serviced Mortgage
Loan that would otherwise be exercisable by the Controlling Class, the
Controlling Class Representative or the Majority Subordinate
Certificateholder, pursuant to the procedures set forth in the Hyatt Center
Intercreditor Agreement and the 2005-C22 Pooling and Servicing Agreement.

            (d)   Notwithstanding anything in this Section 6.11, nothing
herein is intended to limit the right of the Controlling Class Representative
to consult on a non-binding basis with the Special Servicer with respect to
any Mortgage Loan.

            (e)   [Reserved].

            (f)   Notwithstanding anything to the contrary in this Section
6.11 or anything contained in this Agreement, with respect to the 620 Avenue
of the Americas Loan Pair and the Hohokam Towers Loan Pair, where the holder
of the related Companion Loan is acting as the "Controlling Holder" as
defined under the related Intercreditor Agreement, the related Controlling
Holder shall be entitled to exercise the rights set forth in the related
Intercreditor Agreement, subject to any conditions, restrictions or other
provisions described in or incorporated by reference into such sections and
the Master Servicer or Special Servicer, as applicable, will comply with the
provisions therein contained in connection with taking or refraining from
taking the actions described therein.

            (g)   Notwithstanding any provision in this Agreement to the
contrary, with respect to the DEA/ATF Building Loan Pair and the SSA-Austin,
TX Loan Pair, where the holder of the related Companion Loan is acting as the
"Note B Holder" as defined under the related Intercreditor Agreement, the
related Note B Holder shall be entitled to exercise the rights set forth in
the related Intercreditor Agreement.

            (h)   Notwithstanding anything to the contrary in this
Section 6.11 or anything contained in this Agreement, with respect to the
Prime Outlets Pool Loan, the holder of the related Companion Loan will have
the right to replace the Special Servicer with respect to the Prime Outlets
Pool Whole Loan in accordance with the terms of the Prime Outlets Pool
Intercreditor Agreement.  In addition, the holders of the Prime Outlets Pool
Pari Passu Companion Loan have the right to consent to any replacement of the
Special Servicer with respect to the Prime Outlets Pool Whole Loan, in
accordance with the terms of the Prime Outlets Pool Intercreditor Agreement.

            (i)   Notwithstanding anything to the contrary in this Section
6.11, with respect to the Prime Outlets Pool Loan, the related holders of the
Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan
shall share in the rights and responsibilities of the Controlling Class
Representative as set forth in Section 2(i) of the Prime Outlets Pool
Intercreditor Agreement.

                                 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 the
      Certificate Account, which failure, in the case of deposits and
      remittance to the Certificate Account, continues unremedied one
      Business Day after the date upon which such deposit was required to
      have been made hereunder, or to deposit into, or remit to the Paying
      Agent for deposit into the Distribution Account, any amount (other than
      a P&I Advance) required to be so deposited or remitted by it under this
      Agreement, which failure, in the case of deposits and remittances to
      the Distribution Account, continues unremedied until 10:00 a.m., New
      York City time on the related Distribution Date; provided, however,
      that to the extent the Master Servicer does not timely make such
      remittances, the Master Servicer shall pay the Trustee for the account
      of the Trustee interest on any amount not timely remitted at the Prime
      Rate from and including the applicable required remittance date to but
      not including the date such remittance is actually made; or

               (ii)     any failure by the Special Servicer to timely deposit
      into the REO Account or to timely deposit into, or to timely remit to
      the Master Servicer for deposit into, the Certificate Account, any
      amount required to be so deposited or remitted under this Agreement; or

               (iii)    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 five Business Days following the
      date on which notice shall have been given to the Master Servicer, as
      the case may be, by the Trustee as provided in Section 3.03(c); or

               (iv)     any failure on the part of the Master Servicer or the
      Special Servicer or any Servicing Participant duly to observe or
      perform in any material respect any other of the 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 (7 Business Days in the case of the
      Master Servicer's or Special Servicer's, as applicable, obligations
      contemplated by Sections 3.13, 3.14 and 8.17(n) hereof (with respect to
      any year that a report on Form 10-K is required to be filed)) 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 the Master
      Servicer or the Special Servicer, as the case may be (with a copy to
      each other party hereto), or by 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 thirty (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 with an Officer's Certificate certifying
      that it has diligently pursued, and is continuing to pursue, a full
      cure; or

               (v)      any breach on the part of the Master Servicer or the
      Special Servicer of any representation or warranty contained in this
      Agreement that materially and adversely affects the interests of any
      Class of Certificateholders and which continues unremedied for a period
      of 30 days after the date on which notice of such breach, requiring the
      same to be remedied, shall have been given to the Master Servicer or
      the Special Servicer, as the case may be, by any other party hereto or
      the Master Servicer or the Special Servicer, as the case may be (with a
      copy to each other party hereto), or by the Holders of Certificates
      entitled to at least 25% of the Voting Rights; provided, however, with
      respect to any 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 thirty (30) days so long as the
      Master Servicer or the Special Servicer, as the case may be, has
      commenced to cure within the initial 30-day period and provided the
      Trustee with an Officer's Certificate certifying that it has diligently
      pursued, and is continuing to pursue, a full cure; or

               (vi)     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 or unstayed
      for a period of sixty (60) days; or

               (vii)    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

               (viii)   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

               (ix)     the consolidated net worth of the Master Servicer and
      of its direct or indirect parent, determined in accordance with
      generally accepted accounting principles, shall decline to less than
      $15,000,000; or

               (x)      the Master Servicer or the Special Servicer receives
      actual knowledge that Moody's has (i) qualified, downgraded or withdrawn
      its rating or ratings of, one or more Classes of Certificates, or (ii)
      placed one or more Classes of Certificates on "watch status" in
      contemplation of rating downgrade or withdrawal (and such "watch status"
      placement shall not have been withdrawn by Moody's within 60 days of the
      date that the Master Servicer or the Special Servicer obtained such actual
      knowledge) and, in the case of either of clauses (i) or (ii), citing
      servicing concerns with the Master Servicer or the Special Servicer, as
      applicable, as the sole or material factor in such rating action; or

               (xi)     any failure on the part of the Master Servicer or the
      Special Servicer or any Servicing Participant (other than, with respect
      to the Master Servicer, Sub-Servicers identified on Exhibit Y hereto)
      engaged by the Master Servicer or the Special Servicer, as applicable,
      to observe or perform, following the expiration of any applicable grace
      and cure periods, in any material respect any of its duties or
      obligations under Section 8.17 within the timeframe specified; or

               (xii)    the Master Servicer or the Special Servicer, as the
      case may be, is no longer listed on S&P's Select Servicer List as a
      U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage
      Special Servicer, as the case may be, and such removal continues for a
      period of 60 days; or

               (xiii)   the Master Servicer shall fail to remit to the Paying
      Agent for deposit into the Distribution Account, on any P&I Advance
      Date, the full amount of P&I Advances required to be made on such date,
      which failure continues unremedied until 10:00 a.m. New York City time
      on the next Business Day succeeding such P&I Advance Date; provided,
      however, that to the extent the Master Servicer does not timely make
      such remittances, the Master Servicer shall pay the Trustee for the
      account of the Trustee, interest on any amount not timely remitted at
      the Prime Rate from and including the applicable required remittance
      date to but not including the date such remittance is actually made.

            (b)   If any Event of Default 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 Depositor and/or 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 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, other
than its rights as a Certificateholder hereunder.  Notwithstanding the
foregoing, it is acknowledged and agreed that the Depositor shall have no
obligation to exercise any of the preceding rights and/or powers.  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) or the Mortgage Loans 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 Mortgage 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 or a successor Master Servicer or Special Servicer 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, without limitation, (i) the
immediate transfer to the Trustee or a successor Master or Special 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 the Certificate Account,
the Distribution Account, a Servicing Account or a Reserve Account (if the
Master Servicer is the Defaulting Party) or that are thereafter received by
or on behalf of it with respect to any Mortgage Loan or (ii) 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 the REO Account, the
Certificate Account, a Servicing Account or a Reserve Account or delivered to
the Master Servicer (if the Special Servicer is the Defaulting Party) or that
are thereafter received by or on behalf of it with respect to any Mortgage
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 the Master Servicer,
the Special Servicer or the Trustee pursuant to this 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.  If and to the extent that the Defaulting Party
has not reimbursed such costs and expenses, the Trustee shall have an
affirmative obligation to take all reasonable actions to collect such
expenses on behalf of and at the expense of the Trust Fund.  For purposes of
this Section 7.01 and 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 described in
clauses (i)-(viii) of subsection (a) above unless a Responsible Officer of
the Trustee 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)   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) and/or (xii) and if the terminated Master Servicer
provides the Trustee with the appropriate "request for proposal" materials
within the five Business Days after receipt of such termination notice, the
Master Servicer shall continue to serve as Master Servicer hereunder until a
successor Master Servicer is selected in accordance with this
Section 7.01(c); provided the Trustee has requested the Master Servicer to
continue to serve as the Master Servicer during such period.  Upon receipt of
the "request for proposal" materials, the Trustee shall promptly thereafter
(using such "request for proposal" materials provided by the terminated
Master Servicer) solicit good faith bids for the rights to master service the
Mortgage Loans under this Agreement from at least three (3) Persons qualified
to act as Master Servicer hereunder in accordance with Sections 6.02 and 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 Master Servicer to be terminated pursuant to Section 7.01(b) shall supply
the Trustee with the names of Persons from whom to solicit such bids;
provided, further, that the Trustee shall not be responsible if less than
three (3) or no Qualified Bidders submit bids for the right to master service
the Mortgage Loans under this Agreement.  The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by
the terms hereof, within 45 days after the notice of termination to the
Master Servicer.  The materials provided to the Trustee shall provide for
soliciting bids (i) on the basis of such successor Master Servicer retaining
all Sub-Servicers to continue the primary servicing of the Mortgage Loans
pursuant to the terms of the respective Sub-Servicing Agreements and to enter
into a Sub-Servicing Agreement with the terminated Master Servicer to service
each of the Mortgage Loans not subject to a Sub-Servicing Agreement at a
servicing fee rate per annum equal to the Master Servicing Fee Rate minus 2.0
basis points per Mortgage 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 3.22 (each, a "Servicing-Released Bid").  The Trustee shall select
the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if
none, the highest cash Servicing Released Bid) (the "Successful Bidder") to
act as successor 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 termination of the 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
Master Servicer to be terminated pursuant to Section 7.01(b) 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.  In connection with such remittance, the Trustee is entitled to
be reimbursed by the Master Servicer for the Trustee's "out-of-pocket"
expenses incurred in connection with obtaining such bid and transferring
servicing as contemplated by clause (i) of this paragraph and by the
definition of "Bid Allocation".

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within such 45-day period or no Successful Bidder
was identified within such 45-day period, the Master Servicer to be
terminated pursuant to Section 7.01(b) 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)   Notwithstanding the foregoing, if the Trustee or the Master
Servicer has received notice from Moody's or S&P that the Master Servicer is
no longer approved by Moody's or is no longer listed on S&P's Select Servicer
List as a U.S. Commercial Mortgage Master Servicer, then the Trustee or
Master Servicer shall promptly notify the other of the same.

            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 a successor is appointed pursuant
to Section 6.04, 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 (except as provided in the next sentence) of the Master Servicer
or the Special Servicer, as the case may be, arising thereafter, including,
without limitation, if the Master Servicer is the resigning or terminated
party, the Master Servicer's obligation to make P&I Advances, the unmade P&I
Advances that gave rise to such Event of Default; provided that, if the
Master Servicer is the resigning or terminated party, and if after the
Closing Date the Trustee is prohibited by law or regulation from obligating
itself to make P&I Advances (as evidenced by an Opinion of Counsel delivered
to the Depositor and the Rating Agencies) the Trustee shall not be obligated
to make such P&I Advances; provided, further, 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.  Notwithstanding anything contrary in this Agreement, the
Trustee shall in no event be held responsible or liable with respect to any
of the acts, omissions, representations and warranties of the resigning or
terminated party (other than the Trustee) or for any losses incurred by such
resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Mortgage 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 (other
than fees already earned, including, without limitation, Workout Fees).
Notwithstanding the above and subject to its obligations under
Section 3.22(d) and 7.01(b), the Trustee may, if it shall be unwilling in its
sole discretion 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 shall, 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
at least 51% of the Voting Rights so request in writing to the Trustee,
promptly appoint, subject to the approval of each of the Rating Agencies (as
evidenced by written confirmation therefrom to the effect that the
appointment of such institution would not cause the qualification,
downgrading or withdrawal of the then current rating on any Class of
Certificates) or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution that meets the requirements
of Section 6.02 (including, without limitation, rating agency confirmation);
provided, however, 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.  Except
with respect to an appointment provided below, no appointment of a successor
to the Master Servicer or the Special Servicer hereunder shall be effective
until the assumption of 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.
Notwithstanding the above, the Trustee shall, if the Master Servicer is the
resigning or terminated party and the Trustee is prohibited by law or
regulation from making P&I Advances, promptly appoint any established
mortgage loan servicing institution that has a net worth of not less than
$15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced
by written confirmation therefrom to the effect that the appointment of such
institution would not cause the qualification, downgrading or withdrawal of
the then current rating on any Class of Certificates), as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder
(including, without limitation, the obligation to make P&I Advances), which
appointment will become effective immediately.  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
Mortgage Loans as it and such successor shall agree; 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 and
Companion Holders.

            (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 to the Companion Holders.

            (b)   Not later than the later of (i) 60 days after the
occurrence of any event which constitutes or, with notice or lapse of time or
both, would constitute an Event of Default and (ii) five days after a
Responsible Officer of the Trustee has notice of the occurrence of such an
event, the Trustee shall transmit by mail to the Depositor, all
Certificateholders, the Rating Agencies and the Companion Holders 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 the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event
of Default under clause (i), (ii), (x) or (xii) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes.  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.

            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, 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 (including the institution and prosecution of all
judicial, administrative and other proceedings and the filings of proofs of
claim and debt in connection therewith).  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.  Under no
circumstances shall the rights provided to the Trustee under this
Section 7.05 be construed as a duty or obligation of the Trustee.

                                 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.  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 that 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 to the extent specifically set forth herein.  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 or 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 if it was
      required to do so;

               (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 direction of Holders of Certificates
      entitled to at least 25% of the Voting Rights relating to the time,
      method and place of conducting any proceeding for any remedy available
      to the Trustee or exercising any trust or power conferred upon the
      Trustee under this Agreement; and

               (iv)     The protections, immunities and indemnities afforded
      to the Trustee hereunder shall also be available to the Paying Agent,
      Authenticating Agent, Certificate Registrar, REMIC Administrator and
      Custodian.

            For so long as reports are required to be filed with the
Commission under the Exchange Act with respect to the Trust Fund, the Trustee
shall not utilize any Subcontractor that is a Prohibited Party. The Trustee
shall indemnify the Depositor, the Sponsors and any director, officer,
employee or agent of the Depositor or the Sponsors and hold them harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any
other costs, fees and expenses that any of them may sustain in any way
related to the breach by the Trustee of its obligation set forth in the
preceding sentence or the failure of the Trustee to perform any of its
obligations under Section 3.13.  This indemnity shall survive the termination
of this Agreement or the earlier resignation or removal of the Trustee.

            Section 8.02      Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

            (a)   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;

            (b)   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;

            (c)   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 or 10.02, to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of
the Certificateholders, pursuant to the provisions of this Agreement, unless
such Certificateholders shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; the Trustee shall not be required to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it; provided, however, that nothing contained
herein shall, 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;

            (d)   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;

            (e)   prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing to do so by Holders of
Certificates entitled to at least 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;

            (f)   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;

            (g)   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; and

            (h)   neither the Trustee nor the Certificate Registrar shall
have any obligation or duty to monitor, determine or inquire as to compliance
with any restriction on transfer imposed under Article V under this Agreement
or under applicable law with respect to any transfer of any Certificate or
any interest therein, other than to require delivery of the certification(s)
and/or Opinions of Counsel described in said Article applicable with respect
to changes in registration of record ownership of Certificates in the
Certificate Register and to examine the same to determine substantial
compliance with the express requirements of this Agreement.  The Trustee and
Certificate Registrar shall have no liability for transfers, including
transfers made through the book entry facilities of the Depository or between
or among Depository Participants or beneficial owners of the Certificates,
made in violation of applicable restrictions except for its failure to
perform its express duties in connection with changes in registration of
record ownership in the Certificate Register.

            Section 8.03      Trustee Not Liable for Validity or Sufficiency
of Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee in Article II, Section 8.15 and the
signature of the Certificate Registrar and the Authenticating Agent set forth
on each outstanding Certificate, shall be taken as the statements of the
Depositor, the Master Servicer or the Special Servicer, as the case may be,
and the Trustee does not assume any responsibility for their correctness.
Except as set forth in Section 8.15, 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 Mortgage
Loan or related document.  The Trustee shall not be accountable for the use
or application by the Depositor of any of the Certificates issued to it or of
the proceeds of such Certificates, or for the use or application of any funds
paid to the Depositor in respect of the assignment of the Mortgage Loans to
the Trust Fund, or any funds deposited in or withdrawn from the Certificate
Account or any other account by or on behalf of the Depositor, the Master
Servicer or the Special Servicer unless the Trustee is acting as Paying
Agent.  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 the same
rights (except as otherwise provided in the definition of
"Certificateholder") as it would have if it were not the Trustee or such
agent.

            Section 8.05      Fees and Expenses of Trustee; Indemnification
of Trustee.

            (a)   On each Distribution Date, the Trustee shall withdraw from
the general funds on deposit in the Distribution Account as provided in
Section 3.05(b), prior to any distributions to be made therefrom on such
date, and pay to itself all earned but unpaid Trustee Fees, 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 at the Trustee Fee Rate.  No Trustee Fee
shall be payable with respect to the Companion Loans.  The Trustee Fee (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 and any director, officer, employee, affiliate,
agent or "control" person within the meaning of the Securities Act of 1933 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, without limitation, 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,
the Mortgage Loans or the Certificates (including in respect of the offering
of such Certificates) or any act of the Master Servicer or the Special
Servicer taken on behalf of the Trustee as provided for herein; provided that
such expense is an "unanticipated expense incurred by the REMIC" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); 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 hereof, or (2) any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of the Trustee's obligations and duties hereunder, or by reason
of its negligent disregard of such obligations and duties, or as may arise
from a breach of any representation, warranty or covenant of the Trustee, as
applicable, made herein.  The provisions of this Section 8.05(b) 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 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 $100,000,000 and subject to supervision or examination by a federal
or state banking authority.  If such 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
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 also be an entity with a long term unsecured debt rating of
at least "A+" by S&P and "Aa3" by Moody's and a short term unsecured debt
rating of at least "A-1" by S&P or (b) such other rating that shall not
result in the qualification, downgrading or withdrawal of the rating or
ratings assigned to one or more Classes of the Certificates by any Rating
Agency as confirmed in writing.  In case 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 $100,000,000
or its long-term unsecured debt rating no longer conforms to the requirements
of the immediately preceding sentence, 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 any Rating Agency to qualify, downgrade or withdraw any
rating assigned thereby to any Class of Certificates, 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 qualified, downgraded
or withdrawn 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 but, except to the extent permitted or required by Section 7.02,
shall not be an "Affiliate" (as such term is defined in Section III of PTE
2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, the
Underwriters, the Depositor, or any obligor with respect to Mortgage Loans
constituting more than 5.0% of the aggregate authorized principal balance of
the Mortgage Loans as of the date of the initial issuances of the
Certificates or any "Affiliate" (as such term is defined in Section III of
PTE 2000-58) of any such Person.

            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 and to all Certificateholders at
their respective addresses set forth in the Certificate Register.  Upon
receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee meeting the requirements in Section 8.06 and
acceptable to the Depositor and the Rating Agencies 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 Depositor, the Special Servicer and the Certificateholders by the Master
Servicer.  If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

            (b)   If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master Servicer, or if at
any time the Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its property shall
be appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or if the Trustee or Paying Agent (if different
from 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 any report to be delivered by the
Trustee pursuant to Section 4.02 and such failure shall continue unremedied
for a period of five days, or if the Trustee or Paying Agent (if different
from the Trustee) fails to make distributions required pursuant to
Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and
appoint a successor trustee if necessary, acceptable to the Master Servicer
and the Rating Agencies (as evidenced by written confirmation therefrom to
the effect that the appointment of such institution would not cause the
qualification, downgrading or withdrawal of the then-current rating on any
Class of Certificates) 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 and the Certificateholders by the Depositor.

            (c)   The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor
trustee, if necessary, by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered to the 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 and the remaining Certificateholders
by the successor so appointed.  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 Mortgage 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, without limitation, P&I Advances and 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).

            (d)   Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section 8.07
shall not become effective until acceptance of appointment by the successor
trustee as provided in Section 8.08.

            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 its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein.  The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files
at the time held on its behalf by a 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 and the Rating
Agencies have provided confirmation pursuant to such Section.

            (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 and the
Certificateholders.

            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 such entity shall be
eligible under the provisions of Section 8.06 and the Rating Agencies have
provided confirmation pursuant to such Section, 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 Master Servicer and the Trustee acting jointly 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.  If the Master Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request to do so, or
in case an Event of Default in respect of the Master Servicer shall have
occurred and be continuing, the Trustee alone shall have the power to make
such appointment.  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 cease to exist, become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.

            (e)   The appointment of a co-trustee or separate trustee under
this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.

            Section 8.11      Appointment of Custodians.

            (a)   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, any Mortgage Loan Seller or any Affiliate of the
Depositor or any Mortgage Loan Seller.  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.  Any such
appointment of a third party Custodian and the acceptance thereof shall be
pursuant to a written agreement, which written agreement shall (i) be
consistent with this Agreement in all material respects and requires the
Custodian to comply with this Agreement in all material respects and requires
the Custodian to comply with all of the applicable conditions of this
Agreement; (ii) provide that if the Trustee shall for any reason no longer
act in the capacity of Trustee hereunder (including, without limitation, by
reason of an Event of Default), the successor trustee or its designee may
thereupon assume all of the rights and, except to the extent such obligations
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) 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 and liable for all acts and omissions of any
Custodian.  The initial Custodian shall be the Trustee.  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 (other than the Trustee) 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.

            (b)   For so long as reports are required to be filed with the
Commission under the Exchange Act with respect to the Trust Fund, the
Custodian shall not utilize any Subcontractor for the performance of its
duties hereunder if such Subcontractor would be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB. The
Custodian shall indemnify the Depositor, the Sponsors and any director,
officer, employee or agent of the Depositor or the Sponsors and hold them
harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that any of them may
sustain in any way related to the breach by the Custodian of its obligation
set forth in the preceding sentence or the failure of the Custodian to
perform any of its obligations under Section 3.13.  This indemnity shall
survive the termination of this Agreement or the earlier resignation or
removal of the Custodian.

            Section 8.12      Appointment of Authenticating Agents.

            (a)   The Trustee may at the Trustee's expense appoint one or
more Authenticating Agents, 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, in
accordance 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
do 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 and liable
for all acts and omissions of the Authenticating Agent.  Wells Fargo Bank,
N.A. shall be the initial Authenticating Agent.  If Wells Fargo Bank, N.A. is
removed as Trustee, then Wells Fargo Bank, N.A. shall be terminated as
Authenticating Agent.  If the Authenticating Agent (other than Wells Fargo
Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor
Authenticating Agent which may be the Trustee or an Affiliate thereof.  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 may at any time resign by giving
at least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor.  The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent, the Master Servicer, the Certificate Registrar and the
Depositor.  Upon receiving a notice of 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 given 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.  No
Authenticating Agent shall have responsibility or liability for any action
taken by it as such at the direction of the Trustee.

            Section 8.13      Access to Certain Information.

            The Trustee shall afford to the Master Servicer, the Special
Servicer, each Rating Agency and the Depositor, any Certificateholder 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 Mortgage 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.  Upon request and with the consent of the Depositor and at
the cost of the requesting Party, the Trustee shall provide copies of such
documentation to the Depositor, any Certificateholder and to the OTS, the
FDIC and any other bank or insurance regulatory authority that may exercise
authority over any Certificateholder.

            Section 8.14      Appointment of REMIC Administrators.

            (a)   The Trustee may appoint at the Trustee's expense, one or
more REMIC Administrators, which shall be authorized to act on behalf of the
Trustee in performing the functions set forth in Sections 3.17, 10.01 and
10.02 herein.  The Trustee shall cause any such REMIC Administrator to
execute and deliver to the Trustee an instrument in which such
REMIC Administrator shall agree to act in such capacity, with the obligations
and responsibilities herein.  The appointment of a REMIC Administrator shall
not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible and liable for all acts and omissions of the
REMIC Administrator.  Each REMIC Administrator must be acceptable to the
Trustee and must be organized and doing business under the laws of the United
States of America or of any State and be subject to supervision or
examination by federal or state authorities.  In the absence of any other
Person appointed in accordance herewith acting as REMIC Administrator, the
Trustee hereby agrees to act in such capacity in accordance with the terms
hereof.  If Wells Fargo Bank, N.A. is removed as Trustee, then Wells Fargo
Bank, N.A. shall be terminated as REMIC Administrator.

            (b)   Any Person into which any REMIC 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
REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be
the REMIC Administrator without the execution or filing of any paper or any
further act on the part of the Trustee or the REMIC Administrator.

            (c)   Any REMIC Administrator may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee the
Certificate Registrar, the Trustee, the Master Servicer, the Special Servicer
and the Depositor.  The Trustee may at any time terminate the agency of any
REMIC Administrator by giving written notice of termination to such
REMIC Administrator, the Master Servicer, the Certificate Registrar and the
Depositor.  Upon receiving a notice of resignation or upon such a
termination, or in case at any time any REMIC Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.14, the Trustee
may appoint a successor REMIC Administrator, in which case the Trustee shall
given written notice of such appointment to the Master Servicer and the
Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 8.14.  Any
successor REMIC 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
REMIC Administrator.  No REMIC Administrator shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

            Section 8.15      Representations and Warranties of Trustee.

            The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer and the Depositor and for the benefit of the
Certificateholders, 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.

               (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
      a material breach of, any material agreement or other material
      instrument to which it is a party or by which it is bound.

               (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 carry on its business as now being
      conducted and 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 (including with respect to any
      advancing obligations hereunder), subject to (A) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors
      of banks, and (B) general principles of equity, regardless of whether
      such enforcement is considered in a proceeding in equity or at law.

               (v)      The Trustee is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement.

               (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 the ability of the Trustee
      to perform its obligations under this Agreement.

               (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.

            Section 8.16      Appointment of the Paying Agent.

            The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders hereunder.  The Trustee shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee that such Paying Agent will
hold all sums held by it for the payment to Certificateholders in an Eligible
Account in trust for the benefit of the Certificateholders entitled thereto
until such sums shall be paid to the Certificateholders.  All funds remitted
by the Trustee or the Master Servicer to any such Paying Agent for the
purpose of making distributions shall be paid to Certificateholders on each
Distribution Date and any amounts not so paid shall be returned on such
Distribution Date to the Trustee or the Master Servicer, as applicable.  Any
Paying Agent shall be either a bank or a trust company or otherwise
authorized under law to exercise corporate trust powers and shall have a
short-term debt rating of at least "A-1" and a long-term debt rating of at
least "A-" by S&P or a rating of at least "A2" (or its equivalent) by Moody's
or such lower rating as will not result in qualification, downgrading or
withdrawal of the ratings then assigned to the Certificates, as evidenced in
writing by the Rating Agencies.  Any such appointment of a third party Paying
Agent and the acceptance thereof shall be pursuant to a written agreement,
which written agreement shall (i) be consistent with this Agreement in all
material respects and requires the Paying Agent to comply with this Agreement
in all material respects and requires the Paying Agent to comply with all of
the applicable conditions of this Agreement; (ii) provide that if the Trustee
shall for any reason no longer act in the capacity of Trustee hereunder
(including, without limitation, by reason of an Event of Default), the
successor trustee or its designee may (A) thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of the Paying Agent under such agreement or (B) terminate such
agreement without cause and without payment of any penalty or termination
fee; and (iii) not permit the Paying Agent any rights or indemnification that
may be satisfied out of assets of the Trust Fund.  The appointment of any
Paying Agent shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible and liable for all acts
and omissions of any Paying Agent to the extent such Paying Agent would have
been responsible pursuant to the terms hereof.  The initial Paying Agent
shall be the Trustee.  Notwithstanding anything herein to the contrary, if
the Trustee is no longer the Paying Agent, any provision or requirement
herein requiring notice or any information to be provided to the Paying Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.  If the Trustee appoints a Paying Agent
other than the Trustee, the Trustee shall promptly notify the Master Servicer
of such appointment and give to the Master Servicer the Paying Agent's wiring
instructions and notice address.

            Section 8.17      Reports to the Securities and Exchange
Commission; Available Information.

            (a)   Intent of Parties.  The parties hereto acknowledge and
agree that the purpose of this Section 8.17 is to facilitate and allow
compliance by the Depositor with the provisions of Regulation AB and related
rules and regulations of the Commission.  The Depositor, the Trustee or the
Master Servicer shall not exercise its rights to request delivery of
information or other performance under these provisions other than in
reasonable good faith or for purposes other than compliance with the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act or the rules and
regulations of the Commission thereunder; provided, however, that in all
instances the reports and certificates contemplated by Sections 3.13 and 3.14
shall be provided to the Rating Agencies as required thereunder.  The parties
hereto acknowledge that interpretations of the requirements of Regulation AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, and agree to comply with requests made by the
Depositor, the Trustee or the Master Servicer in reasonable good faith for
delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB.  The Master Servicer, the Special Servicer,
any Sub-Servicer and the Trustee shall cooperate fully with the Depositor,
the Trustee or the Master Servicer, as applicable, to deliver to the
Depositor, the Trustee or the Master Servicer, as applicable (including any
of their assignees or designees), any and all statements, reports,
certifications, records and any other information necessary in the reasonable
good faith determination of the Depositor, the Trustee or the Master
Servicer, 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, any Additional Servicer, any
Sub-Servicer, any Subcontractor and the Trustee, as applicable, or the
servicing of the Mortgage Loans, reasonably believed by the Depositor or the
Master Servicer, as applicable, to be necessary in order to effect such
compliance.  The Master Servicer, the Special Servicer, the Trustee and any
Sub-Servicer shall have a reasonable period of time to comply with any
request made under this Section 8.17(a) but in any event, shall, upon
reasonable advance request, provide information in sufficient time to allow
the Depositor to satisfy any related filing requirements.

            (b)   Filing Requirements.  (i) 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 8.17(i), 8.17(j) and 8.17(k) below,
the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D
and 10-K required by the Exchange Act and the rules and regulations of the
Commission thereunder, 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.

               (ii)     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 on the day such filing would be required to be
      made (and in any event prior to 1:00 p.m. New York time on such day)
      notify the Depositor and, to the extent such party failed to provide
      any required disclosure information, the Master Servicer and/or the
      Special Servicer, of such inability to make a timely filing with the
      Commission.  In the case of Form 10-D and 10-K, the Depositor, Master
      Servicer, Special Servicer and Trustee will cooperate to prepare and
      file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to
      Rule 12b-25 of the Exchange Act within the time period required under
      such Rule.  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
      Fund.  In the event that any previously filed Form 8-K, 10-D or 10-K
      needs to be amended, the Trustee will notify the Depositor and any
      other parties as needed and such parties agree to cooperate to prepare
      any necessary 8-K/A, 10-D/A or 10-K/A; provided however that the
      Trustee will not be required to notify the Depositor or any other party
      hereto in advance of amending Form 10-D where such amendment is solely
      for the purpose of re-stating the Distribution Date Statement.  Any
      Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall
      be signed by the Depositor.  The parties to this Agreement acknowledge
      that the timely preparation, arrangement for execution and filing of
      Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is
      dependent on such parties performing their duties under this Section.
      The Trustee shall have no liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly
      prepare, arrange for execution and/or timely file any such Form 12b-25,
      Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such
      failure results from the Trustee's inability or failure to receive, on
      a timely basis, any information from any other party hereto needed to
      prepare, arrange for execution or file such Form 12b-25, Form 15 or any
      amendments to Forms 8-K, 10-D or 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

            (c)   The Master Servicer, the Special Servicer, any Servicing
Participant and the Trustee, as applicable, shall (i) upon written request of
the Depositor, confirm in writing within 5 Business Days of receipt of such
request that the following is true and correct, or if it is not true and
correct to provide reasonable adequate disclosure of the pertinent facts, in
writing, to the Depositor of any of the following, and (ii) as promptly as
practicable following the Master Servicer, Special Servicer or Trustee (in
each case on behalf of itself and any of its Sub-Servicers or Servicing
Participants) obtaining actual knowledge shall use commercially reasonable
efforts to notify the Depositor that any of the following is not true and
correct: (A) the Master Servicer, the Special Servicer or the Trustee, as
applicable, has not been terminated as servicer or trustee in a commercial
mortgage loan securitization, either due to a servicing default or to
application of a servicing performance test or trigger, other than as
disclosed in the Prospectus Supplement; (B) no material noncompliance with
the applicable Servicing Criteria with respect to other securitizations of
commercial mortgage loans involving the Master Servicer, the Special Servicer
or the Trustee, as applicable, as servicer or trustee has been disclosed or
reported by the Master Servicer, the Special Servicer or the Trustee, as
applicable, other than as disclosed in the Prospectus Supplement; (C) no
material changes to the Master Servicer's, the Special Servicer's or the
Trustee's, as applicable, policies or procedures with respect to the
servicing function or trustee function it will perform under this Agreement
for commercial mortgage loans of a type similar to the Mortgage Loans have
occurred during the three-year period immediately preceding the Closing Date,
other than as disclosed in the Prospectus Supplement; (D) there is no
material risk that any aspects of the Master Servicer's, the Special
Servicer's or the Trustee's, as applicable, financial condition could have a
material impact on the performance of the Mortgage Loans or the Certificates,
other than as disclosed in the Prospectus Supplement; (E) there are no legal
or governmental proceedings pending (or known to be contemplated) against the
Master Servicer, the Special Servicer, the Trustee, or any Sub-Servicer, as
applicable, that would be material to Certificateholders other than as
disclosed in the Prospectus Supplement; and (F) there are no affiliations,
relationships or transactions relating to the Master Servicer, the Special
Servicer, the Trustee or any Sub-Servicer, as applicable, with respect to the
issuance of the Certificates and any party thereto identified by the
Depositor of a type described in Item 1119 of Regulation AB other than as
disclosed in the Prospectus Supplement.

            (d)   [Reserved].

            (e)   [Reserved].

            (f)   [Reserved].

            (g)   Sucession; Subcontractors.  As a condition to the
succession to the Master Servicer, Special Servicer or any Servicing
Participant as servicer or Sub-Servicer under this Agreement or any
Sub-Servicing Agreement by any Person (i) into which the Master Servicer and
Special Servicer or such Servicing Participant may be merged or consolidated,
or (ii) which may be appointed as a successor to the Master Servicer, Special
Servicer or any Servicing Participant, the Master Servicer or Special
Servicer, as applicable, shall provide to the Depositor, at least 15 calendar
days prior to the effective date of such succession or appointment, (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 necessary to comply with the reporting requirements of
Section 8.17(j) hereof.

            (h)   [Reserved].

            (i)   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 Fund any Form 10-D required by the Exchange Act,
in form and substance as required by the Exchange Act.  The Trustee shall
file each Form 10-D with a copy of the related Distribution Date Statement
attached thereto.  Any necessary disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D ("Additional Form
10-D Disclosure") shall, pursuant to the paragraph immediately below, be
reported by the parties set forth on Exhibit U 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 or as set
forth in the next paragraph.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, within 5 calendar days after the related
Distribution Date, (i) the parties listed on Exhibit U hereto shall be
required to provide to the Trustee and the Depositor, to the extent a
responsible officer has actual knowledge thereof, in EDGAR-compatible format,
or in such other format as otherwise agreed upon by the Trustee and the
Depositor and such party, the form and substance of the Additional Form 10-D
Disclosure described on Exhibit U applicable to such party, (ii) the parties
listed on Exhibit U hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto
as Exhibit V 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 U 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 and any expenses incurred by
the Trustee in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.

            After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor for review and
execution.  Within two Business Days after receipt of such copy, but no later
than the 12th calendar day after the Distribution Date, the Depositor shall
notify the Trustee in writing (which may be furnished electronically) of any
changes to or approval of such Form 10-D, and a duly authorized
representative 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 8.17(b)(ii).
Promptly (but no later than 1 Business Day) 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 Wachovia Commercial Mortgage Securities,
Inc., 301 South College Street, Charlotte, North Carolina 28288, Attention:
Charles Culbreth, Managing Director, Wayne M. Fitzgerald, II, Vice President,
Elizabeth Stinson, Vice President, H. Royer Culp, Jr., Vice President, Lars
Carlsten, Esq., Senior Vice President and Assistant General Counsel.  The
parties to this Agreement acknowledge that the timely preparation,
arrangement for execution and filing of Form 10-D is dependent on such
parties strictly observing all applicable deadlines in the performance of
their duties under this Section 8.17(i).  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-D, where such failure results from the Trustee's inability or failure
to receive, on a timely basis, any information from any other party hereto
needed to prepare, arrange for execution or file such Form 10-D, not
resulting from its own negligence, bad faith or willful misconduct.

            (j)   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, the Trustee shall
prepare and file on behalf of the Trust Fund 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 be determined and prepared by or at the direction of the
Depositor pursuant to the paragraph immediately below, be reported by the
parties set forth on Exhibit X 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
absent such reporting, direction and approval or as set forth in the next
paragraph.  The Trustee has no duty under this Agreement to enforce the
performance by the parties listed on Exhibit X of their duties under this
paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, no later than Noon (Eastern Time) on the
second Business Day after the occurrence of a Reportable Event (i) the
parties listed on Exhibit X hereto shall be required to provide to the
Trustee and the Depositor, to the extent a responsible officer has actual
knowledge thereof, in EDGAR-compatible format, or in such other format as
otherwise agreed upon by the Trustee and the Depositor and such party, the
form and substance of the Form 8-K Disclosure Information described on
Exhibit X applicable to such party, (ii) the parties listed on Exhibit X
hereto shall  include with such Additional Form 8-K Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit V, 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; provided, that to the extent possible, the Trustee shall take
commercially reasonable efforts to meet the filing requirements set forth
herein notwithstanding the failure of any other party to comply with its
delivery requirements in a timely fashion.  The Depositor will be responsible
for any reasonable fees assessed and any expenses incurred by the Trustee in
connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph.

            After preparing the Form 8-K, the Trustee shall forward, no later
than the close of business (Eastern Time) on the second Business Day after
the Reportable Event (but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately
preceding paragraph), electronically a copy of the Form 8-K to the Depositor
for review.  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 (Eastern Time) 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 8.17(b)(ii).  Promptly (but no later than 1
Business Day) after filing with the Commission, the Trustee will make
available on its internet website a final executed copy of each Form 8-K
prepared and filed by the Trustee.  The signing party at the Depositor can be
contacted at Wachovia Commercial Mortgage Securities, Inc., 301 South College
Street, Charlotte, North Carolina 28288, Attention: Managing Director.  The
parties to this Agreement acknowledge that the timely preparation,
arrangement for execution and filing of Form 8-K is dependent on such parties
strictly observing all applicable deadlines in the performance of their
duties under this Section 8.17(j).  The Trustee shall have no liability for
any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Trustee's inability or failure
to receive, on a timely basis, any information from any other party hereto
needed to prepare, arrange for execution or file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.

            Notwithstanding the timeframe set forth in the second previous
paragraph, the Master Servicer, the Special Servicer and the Trustee shall
use reasonable efforts to promptly notify (and the Master Servicer and the
Special Servicer shall use reasonable efforts to cause each Sub-Servicer and
each Servicing Participant with which, in each case, it has entered into a
relationship with respect to the Mortgage Loans (other than a party to this
Agreement) to promptly notify) the Depositor and the Trustee, on the first
Business Day after its occurrence, of any Reportable Event of which it has
actual knowledge.

            (k)   Form 10-K Filings.  (i) Within 90 days after the end of
each fiscal year of the Trust Fund 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 Fund ends on December 31st of each year),
commencing in March 2007, the Trustee shall prepare and file on behalf of the
Trust Fund 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:

            (ii)  an annual compliance statement for the Master Servicer, the
      Special Servicer and each Additional Servicer engaged by the Master
      Servicer, the Special Servicer or the Trustee, as applicable as
      described under Section 3.13(b);

            (iii) (A) the annual reports on assessment of compliance with
      Relevant Servicing Criteria for the Master Servicer, the Special
      Servicer, each Additional Servicer, each Sub-Servicer and the Trustee,
      and any Servicing Participant engaged by such parties, as described
      under Section 3.13(a), and (B) if any such report on assessment of
      compliance with Relevant Servicing Criteria described under Section
      3.13(a) identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if such report on
      assessment of compliance with Relevant Servicing Criteria described
      under Section 3.13(a) 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;

            (iv)  (A) the registered public accounting firm attestation
      report for the Master Servicer, the Special Servicer, each Additional
      Servicer, the Trustee, each Sub-Servicer engaged by the Master Servicer
      or Special Servicer and any Servicing Participant engaged by such
      parties, as described under Section 3.14, and (B) if any registered
      public accounting firm attestation report described under Section 3.14
      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

            (v)   a certification in the form attached hereto as Exhibit O,
      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 (ii) through (v)
above that is required to be included on Form 10-K ("Additional Form 10-K
Disclosure") shall, pursuant to the paragraph immediately below, be reported
by the parties set forth on Exhibit W 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 or as set forth in
the next paragraph.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, no later than March 15, commencing in March
2007 (i) the parties listed on Exhibit W hereto shall be required to provide to
the Trustee and the Depositor, to the extent a responsible officer has actual
knowledge thereof, in EDGAR-compatible format, or in such other format as
otherwise agreed upon by the Trustee and the Depositor and such party, the form
and substance of the Additional Form 10-K Disclosure described on Exhibit W
applicable to such party, (ii) the parties listed on Exhibit W hereto shall
include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit V, 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 enforce the performance by the parties listed on
Exhibit W 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 any 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 5 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 to or approval of such Form 10-K.  No later
than end of business Eastern Time on the 4th 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 8.17(b)(ii).  Promptly (but no later than 1
Business Day) 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 Wachovia Commercial Mortgage Securities, Inc., 301 South College
Street, Charlotte, North Carolina 28288, Attention: Charles Culbreth,
Managing Director, Wayne M. Fitzgerald, II, Vice President, Elizabeth
Stinson, Vice President, H. Royer Culp, Jr., Vice President, Lars Carlsten,
Esq., Senior Vice President and Assistant General Counsel.  The parties to
this Agreement acknowledge that the timely preparation, arrangement for
execution and filing of Form 10-K is dependent on such parties (and any
Additional Servicer or Servicing Participant) observing all applicable
deadlines in the performance of their duties under this Section 8.17(k),
Section 3.13 and Section 3.14.  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 to
receive, on a timely basis, any information from any other party hereto
needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.

            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 any Servicing
Participant engaged by it to provide, and the Master Servicer shall use its
reasonable efforts to cause any Additional Servicer to provide, a Back-Up
Certification to the Certifying Person pursuant to this Section 8.17(k) with
respect to the period of time that the Master Servicer, the Special Servicer
or the Trustee was subject to this Agreement.

            Each of the parties acknowledges and agrees that one of the
purposes of this Agreement is to facilitate compliance by the Depositor with
the provisions of Regulation AB.  Therefore, each of the parties agrees that
(a) the obligations of the parties hereunder shall be interpreted in such a
manner as to accomplish that purpose, (b) the parties' obligations hereunder
will be supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c)
the parties shall comply with requests made by the Depositor for delivery of
additional or different information as the Trustee or the Depositor may
determine in good faith is necessary to comply with the provisions of
Regulation AB, and (d) no amendment of this Agreement shall be required to
effect any such changes in the parties' obligations as are necessary to
accommodate evolving interpretations of the provisions of Regulation AB.

            (l)   Indemnification.  (i) The Trustee shall indemnify and hold
harmless the Depositor, the Master Servicer, the Special Servicer and any
Servicing Participant and each of their respective officers, directors and
Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
Trustee's obligations under Sections 3.13, 3.14 or 8.17, and (ii) the Master
Servicer, Special Servicer and any Servicing Participant shall each severally
and not jointly indemnify and hold harmless the Depositor, the Trustee and,
in the case of each of the Master Servicer, the Special Servicer and any
Servicing Participant, each of the other such parties, and all their
respective officers, directors and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and related costs, judgments and other costs and expenses arising out of or
based upon a breach (following the expiration of any applicable notice, grace
and cure periods) of the Master Servicer's, Special Servicer's or Servicing
Participant's obligations, as the case may be, under Sections 3.13, 3.14 or
8.17.  If the indemnification provided for herein is unavailable or
insufficient to hold harmless any party receiving the benefit of such
indemnification (an "Indemnified Party"), then (i) the Trustee agrees that it
shall contribute to the amount paid or payable to the Indemnified Party as a
result of the losses, claims, damages or liabilities of such party in such
proportion as is appropriate to reflect the relative fault of the Indemnified
Party on the one hand and the Trustee on the other in connection with a
breach (following the expiration of any applicable grace periods) of the
Trustee's obligations under Sections 3.13, 3.14 or 8.17, (ii) the Master
Servicer agrees that it shall contribute to the amount paid or payable to the
Indemnified Party as a result of the losses, claims, damages or liabilities
of the Indemnified Party in such proportion as is appropriate to reflect the
relative fault of the Indemnified Party on the one hand and the Master
Servicer on the other in connection with a breach (following the expiration
of any applicable grace periods) of the Master Servicer's obligations under
Sections 3.13, 3.14 or 8.17, (iii) the Special Servicer agrees that it shall
contribute to the amount paid or payable by the Indemnified Party as a result
of the losses, claims, damages or liabilities of the Indemnified Party in
such proportion as is appropriate to reflect the relative fault of the
Indemnified Party on the one hand and the Special Servicer on the other in
connection with a breach (following the expiration of any applicable grace
periods) of the Special Servicer's obligations under Sections 3.13, 3.14 or
8.17, and (iv) the Master Servicer, the Special Servicer or the Trustee, as
applicable, shall use its best efforts to cause any Servicing Participant
engaged by it to contribute to the amount paid or payable by the Indemnified
Party as a result of the losses, claims, damages or liabilities of the
Indemnified Party in such proportion as is appropriate to reflect the
relative fault of the Indemnified Party on the one hand and such Servicing
Participant on the other in connection with a breach (following the
expiration of any applicable grace periods) of such Servicing Participant's
obligations under Sections 3.13, 3.14 or 8.17.  Notwithstanding the
foregoing, none of the Trustee, the Master Servicer, the Special Servicer or
any Servicing Participant shall be deemed to not be in compliance under this
Agreement for purposes of this Section 8.17(l), for failing to deliver any
item required under Section 8.17 by the time required hereunder with respect
to any reporting period for which the Trust Fund is not required to file
Exchange Act reports (which reporting periods will include any occurring
after the Trustee files the Form 15 Suspension Notification relating to the
automatic suspension of reporting in respect of the Trust Fund under the
Exchange Act).

            (m)   Form 15 Filing.  On or prior to January 30 of the first
year in which the Trustee is able to do so under applicable law, the Trustee
shall prepare and file a Form 15 Suspension Notification relating to the
automatic suspension of reporting in respect of the Trust Fund under the
Exchange Act.  If at the beginning of any fiscal year for the Trust Fund
after the filing of a Form 15 Suspension Notification, the number of holders
of record of the Certificates 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 this Section 8.17
and each of the Master Servicer, the Special Servicer and the Trustee and any
other Person specified herein shall again be subject to the delivery and
notice requirements set forth herein regarding the Depositor's compliance
with Exchange Act reporting requirements; provided that if the Trustee
re-commences the preparing and filing of Exchange Act reports, it may, as
soon as permitted by the Exchange Act, file another Form 15 Suspension
Notification.

            (n)   Sarbanes-Oxley Certification.  Each Form 10-K shall include
a Sarbanes-Oxley Certification in the form attached as Exhibit O required to
be included therewith pursuant to the Sarbanes-Oxley Act.  The Master
Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall cause each Servicing Participant with which it has
entered into a servicing relationship with respect to the Mortgage Loans to,
provide to the Person who signs the Sarbanes-Oxley Certification (the
"Certifying Person") a certification in the form attached hereto as
Exhibit Q-1 and Exhibit Q-2, as applicable, on which the Certifying Person,
the entity for which the Certifying Person acts as an officer (if the
Certifying Person is an individual), and such entity's officers, directors
and Affiliates (collectively with the Certifying Person, "Certification
Parties") can reasonably rely.  In addition, in the event that the Prime
Outlets Pool Pari Passu Companion Loan is deposited into a commercial
mortgage securitization, each Reporting Party shall provide to the Person who
signs the Sarbanes-Oxley Certification with respect to the other related
securitization a Performance Certification (in the form attached hereto as
Exhibit Q-3) (which shall address the matters contained in the Performance
Certification, but solely with respect to the Prime Outlets Pool 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 the Hyatt Center Pari Passu
Companion Loan, the Master Servicer will use its reasonable efforts to
procure a Sarbanes-Oxley back-up certification from the related master
servicer, special servicer and trustee in form and substance similar to a
Performance Certification.  The senior officer in charge of the Depositor
shall serve as the Certifying Person on behalf of the Trust.  In addition,
each Reporting Party shall execute a reasonable reliance certificate to
enable the Certification Parties to rely upon each (i) annual compliance
statement provided pursuant to Section 3.13(a), (ii) annual report on
assessment of compliance with servicing criteria provided pursuant to
Section 3.13(b) and (iii) accountant's report provided pursuant to
Section 3.14, and shall include a certification that each such annual
compliance statement or report discloses any material instances of
non-compliance described to the registered public accountants of such
Reporting Party to enable such accountants to render the certificates
provided for in Section 3.14.  In the event any Reporting Party 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 Party shall provide a certification to the Certifying Person
pursuant to this Section 8.17(n) with respect to the period of time it was
subject to this Agreement or the applicable Sub-Servicing Agreement or
primary servicing agreement, as the case may be.

            With respect to any notice required to be delivered by the
Trustee to the Depositor pursuant to this Section 8.17, the Trustee may
deliver such notice, notwithstanding any contrary provision in Section 11.05,
via facsimile to (704) 715-0066, via email to charles.culbreth@wachovia.com
and royer.culp@wachovia.com or via telephone by calling (704) 383-7721.  With
respect to any notice required to be delivered by the Trustee to the Special
Servicer pursuant to this Section 8.17, the Trustee may deliver such notice,
notwithstanding any contrary provision in Section 11.05, via facsimile to
Randy Wolpert at (305) 695-5601, Thomas Nealon, Esq. at (305) 695-5601 and
Javier Benedit at (305) 695-5199, via email to rwolpert@lnrproperty.com,
tnealon@lnrproperty.com and jbenedit@lnrproperty.com or via telephone by
calling (305) 695-5600.

            (o)   If the Prime Outlets Pool Pari Passu Companion Loan or the
Hyatt Center Pari Passu Companion Loan is then included in a securitization,
the Master Servicer and the Special Servicer shall reasonably cooperate with
the related trustee, depositor, master servicer and special servicer with
respect to such securitization(s) in connection with the reporting
requirements under the Exchange Act and shall provide such certifications
(including without limitation back-up certificates relating to the
requirements of the Sarbanes-Oxley Act) as reasonably requested; provided
that no such cooperation shall materially increase the obligations of the
Master Servicer and/or the Special Servicer under this Agreement.

            (p)   Amendments.  Sections 3.13, 3.14 and 8.17 may be amended by
the written consent of the parties hereto pursuant to Section 11.01 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 that the
reports and certificates required to be prepared pursuant to Sections 3.13
and 3.14 shall not be eliminated.

            Section 8.18      Maintenance of Mortgage File.  Except for the
release of items in the Mortgage File contemplated by this Agreement,
including, without limitation, as necessary for the enforcement of the
holder's rights and remedies under the related Mortgage Loan, the Trustee
covenants and agrees that it shall maintain each Mortgage File in the State
of Minnesota, and that it shall not move any Mortgage File outside the State
of Minnesota, other than as specifically provided for in this Agreement,
unless it shall first obtain and provide, at the expense of the Trustee, an
Opinion of Counsel to the Depositor and the Rating Agencies to the effect
that the Trustee's first priority interest in the Mortgage Notes has been
duly and fully perfected under the applicable laws and regulations of such
other jurisdiction.

                                  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 on behalf 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 Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder of all Mortgage Loans, the REO Loan related to
the 2005-C22 Serviced Mortgage Loan, if any, and each REO Property remaining
in REMIC I at a price equal to (1) the aggregate Purchase Price of all the
Mortgage Loans included in REMIC I, plus (2) the appraised value of the Trust
Fund's interest in each REO Property (other than the Trust Fund's  beneficial
interest in any REO Property related to the 2005-C22 Serviced Mortgage Loan),
if any, included in REMIC I, such appraisal to be conducted by an Independent
Appraiser selected by the Master Servicer and approved by the Trustee, plus
(3) with respect to any REO Property related to the 2005-C22 Serviced
Mortgage Loan, the pro rata portion of the appraised value of such REO
Property (based on an appraisal conducted in accordance with the 2005-C22
Pooling and Servicing Agreement of the property owned by the 2005-C22 Trustee
on behalf of the owners thereof), based on the outstanding principal balances
of the notes constituting the Hyatt Center Whole Loan, as the case may be,
minus (4) if the purchaser is the Master Servicer, the aggregate amount of
unreimbursed Advances made by the Master Servicer, together with any interest
accrued and payable to the Master Servicer in respect of unreimbursed
Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid
Master Servicing Fees remaining outstanding (which items shall be deemed to
have been paid or reimbursed to the Master Servicer 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 remaining in
REMIC I, and (ii) to the Trustee, the Master Servicer, the Special Servicer
and the officers, directors, employees and 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 Fund 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.

            Subject in each case to the terms of the related Intercreditor
Agreement, the obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, and the
Companion Paying Agent shall terminate with respect to any Companion Loan to
the extent (i) its related Co-Lender Loan has been paid in full or is no
longer part of the Trust Fund and (ii) no amounts payable by the related
Companion Holder to or for the benefit of the Trust Fund or any party hereto
in accordance with the related Intercreditor Agreement remain due and owing.

            The Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and the Trust Fund's interest in each REO Property remaining
in REMIC I 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 Pool at the time of such election is
less than 1.0% of the aggregate Cut-Off Date Balances of the Mortgage Loans,
and (ii) the Master Servicer shall not have the right to effect such a
purchase if, within 30 days following the Master Servicer's delivery of a
notice of election pursuant to this paragraph, the Special Servicer or the
Majority Subordinate Certificateholder shall give notice of its election to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
and shall thereafter effect such purchase in accordance with the terms
hereof.  The Master Servicer or the Majority Subordinate Certificateholder
shall not have the right to effect such a purchase if, within 30 days
following the Special Servicer's delivery of a notice of election pursuant to
this paragraph, the Special Servicer shall give notice of its election to
purchase all of the Mortgage Loans and the Trust Fund's interest in each REO
Property remaining in REMIC I 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 or the Majority
Subordinate Certificateholder's purchase of all of the Mortgage Loans and the
Trust Fund's interest in each REO Property remaining in REMIC I, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder,
as applicable, shall deliver to the Paying Agent for deposit in the
Distribution Account not later than the P&I Advance Date relating to the
Distribution Date on which the final distribution on the Certificates is to
occur an amount in immediately available funds equal to the above-described
purchase price.  In addition, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred thereto on such
P&I Advance Date from the Certificate Account pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in the
Certificate Account that would otherwise be held for future distribution.
Upon confirmation that such final deposit has been made, the Trustee shall
release or cause to be released to the Master Servicer, the Special Servicer,
the Majority Subordinate Certificateholder, as applicable, the Mortgage 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 or the Majority Subordinate Certificateholder, as
applicable, as shall be necessary to effectuate the transfer of the Mortgage
Loans and REO Properties to the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder (or their respective designees), and,
in the case of a Loan Pair, to the related Companion Holder, as applicable.
Any transfer of Mortgage Loans to the Depositor pursuant to this paragraph
shall be on a servicing-released basis.

            Notice of any termination shall be given promptly by the Trustee
by letter to the Certificateholders mailed (a) if such notice is given in
connection with the Master Servicer's, the Special Servicer's or the Majority
Subordinate Certificateholder's purchase of the Mortgage Loans and the Trust
Fund's interest in each REO Property remaining in REMIC I, 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 Determination Date in
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 Paying Agent 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 (vii) of Section 3.05(b), including any
portion thereof that represents Prepayment Premiums and Yield Maintenance
Charges, shall be (i) deemed distributed in respect of the REMIC I Regular
Interests and distributed to the Class R-I Certificates in accordance with
Section 4.01(b), Section 4.01(h), Section 4.01(i) and Section 4.01(l) and
(ii) distributed to the REMIC II Certificates in the order of priority set
forth in Section 4.01(a), Section 4.01(b), Section 4.01(c) and Section
4.01(d), in each case, to the extent of remaining available funds.

            On or after the Final Distribution Date, upon presentation and
surrender of the Class Certificates, the Paying Agent shall distribute to the
Class Z Certificateholders any amount then on deposit in the Additional
Interest Account that was paid on a Mortgage Loan.

            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 Paying Agent 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 Paying
Agent, 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, and shall deal
with all such unclaimed amounts in accordance with applicable law.  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.

            After the Registered Certificates and the Class A-1A Certificates
have been paid in full and the remaining outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder, such Certificateholder shall have the right to exchange
all of the Certificates held thereby for all of the Mortgage Loans and the
Trust Fund's interest in each REO Property remaining in the Trust Fund by
giving written notice to all parties hereto no later than 30 days prior to
the anticipated date of exchange.

            In the event that such Certificateholder shall elect to exchange
all of the Certificates held thereby for all of the Mortgage Loans and the
Trust Fund's interest in each REO Property remaining in REMIC I in accordance
with the preceding sentence, such Certificateholder, not later than the date
on which the final distribution on the Certificates is to occur, shall
deposit in the Certificate Account an amount in immediately available funds
equal to all amounts then due and owing to the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar and/or the
REMIC Administrator hereunder.  Upon confirmation that such final deposits
have been made and following the surrender of all the Certificates held by
such Certificateholder on the final Distribution Date, the Custodian, on
behalf of the Trustee, shall release or cause to be released to such
Certificateholder the Mortgage Files for the remaining Mortgage Loans, and
the Trustee 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 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, the Trustee, the REMIC Administrator (other than annual
tax returns and maintenance of books and records and the preparation and
filing of final tax returns) and the Paying Agent shall terminate.  Such
transfers shall be subject to any rights of any Sub-Servicers to primary
service (or to perform select servicing functions with respect to) the
Mortgage Loans.  For federal income tax purposes, the Certificateholder shall
be deemed to have purchased the assets of REMIC I for an amount equal to the
unpaid principal balance, plus accrued unpaid interest, of the Mortgage
Loan(s) (other than the defaulted Mortgage Loan(s) or the Trust Fund's
interest in any REO Property in such REMIC, and the fair market value of any
defaulted Mortgage Loans or the Trust Fund's interest in an REO Property,
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(a), Section 4.01(b),
Section 4.01(h) and Section 4.01(i).

            In the case of any Loan Pair, references in this Section 9.01 and
Section 9.02 to "REO Property" shall include only the Trust's proportionate
interest in such REO Property and not the interest of the Companion Holder(s)
therein.

            Section 9.02      Additional Termination Requirements.

            (a)   If the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholders purchase all of the Mortgage Loans
and the Trust Fund's interest in each REO Property remaining in REMIC I as
provided in Section 9.01, the Trust Fund (and, accordingly, either of REMIC I
or REMIC II) shall be terminated in accordance with the following additional
requirements, unless the Person effecting the purchase obtains at its own
expense and delivers to the Trustee and, in the case of the Depositor, to the
Trustee and the Master Servicer, an Opinion of Counsel, addressed to the
Trustee and the Master Servicer, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.02 will not result in
the imposition of taxes on "prohibited transactions" of either of REMIC I or
REMIC II as defined in Section 860F of the Code or cause either of REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

               (i)      the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to the final Tax Return for
      REMIC I and REMIC II pursuant to Treasury Regulations Section 1.860F-1;

               (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 REMIC I to the Master Servicer,
      the Special Servicer or the Majority Subordinate Certificateholders, 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 REMIC I and REMIC II shall terminate at that time.

            (b)   By their acceptance of Certificates, the Holders thereof
hereby authorize the Trustee to specify the 90-day liquidation period for
REMIC I and REMIC II, which authorization shall be binding upon all successor
Certificateholders.

                                  ARTICLE X

                          ADDITIONAL TAX PROVISIONS

            Section 10.01     REMIC Administration.

            (a)   The REMIC Administrator shall elect to treat each of
REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law.  Each such election will be made on Form 1066 or other
appropriate federal or state Tax Returns for the taxable year ending December
31, 2006, in the case of each of REMIC I and REMIC II.

            (b)   The REMIC I Regular Interests and the Regular Certificates
are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in REMIC I and REMIC II, respectively.  The
Class R-I Certificates are hereby designated as the single class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code) in REMIC I,
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 REMIC II.  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 either of REMIC I or REMIC II (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 of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of
the Code.  The "latest possible maturity date" of the REMIC I Regular
Interests and the Regular Certificates for purposes of the REMIC Provisions
shall be the Rated Final Distribution Date.

            (d)   The related Plurality Residual Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of
each of REMIC I and REMIC II, 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
REMIC Administrator is hereby irrevocably appointed to act and shall act as
agent and attorney-in-fact for the Tax Matters Person for REMIC I and
REMIC II in the performance of its duties as such.

            (e)   Except as otherwise provided in Section 3.17(a) and
subsections (h) and (i) below, the REMIC Administrator shall pay out of its
own funds any and all routine tax administration expenses of the Trust Fund
incurred with respect to either of REMIC I and REMIC II (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 Internal
Revenue Service or state tax authorities, which extraordinary expenses shall
be payable or reimbursable to the Trustee from the Trust Fund unless
otherwise provided in Section 10.01(g) or 10.01(h)).

            (f)   Within 30 days after the Closing Date, the
REMIC Administrator shall obtain taxpayer identification numbers for REMIC I
and REMIC II by preparing and filing Internal Revenue Service Forms SS-4 and
shall prepare and file (if not previously prepared and filed) with the
Internal Revenue Service Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund.  In addition, the REMIC Administrator shall
prepare, cause the Trustee to sign and file all of the other Tax Returns in
respect of each of REMIC I and REMIC II.  The expenses of preparing and
filing such returns shall be borne by the REMIC Administrator without any
right of reimbursement therefor.  The other parties hereto shall provide on a
timely basis to the REMIC Administrator or its designee such information with
respect to REMIC I and REMIC II as is in its possession and reasonably
requested by the REMIC Administrator to enable it to perform its obligations
under this Article.  Without limiting the generality of the foregoing, the
Depositor, within ten days following the REMIC Administrator's request
therefor, shall provide in writing to the REMIC Administrator such
information as is reasonably requested by the REMIC Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the
REMIC Administrator's duty to perform its reporting and other tax compliance
obligations under this Article X shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that
is necessary to permit the REMIC Administrator to perform such obligations.

            (g)   The REMIC Administrator shall perform on behalf of each of
REMIC I and REMIC II all reporting and other tax compliance duties that are
the responsibility of each such REMIC under the Code, the REMIC Provisions or
other compliance guidance issued by the Internal Revenue Service or, with
respect to State and Local Taxes, any state or local taxing authority.
Included among such duties, the REMIC Administrator shall provide to:
(i) any Transferor of a Residual Certificate or agent of a Non-Permitted
Transferee, such information as is necessary for the application of any tax
relating to the transfer of a Residual 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,
without limitation, reports relating to interest, original issue discount and
market discount or premium (using the Prepayment Assumption as required
hereunder); and (iii) the Internal Revenue Service, the name, title, address
and telephone number of the Person who will serve as the representative of
each of REMIC I and REMIC II.

            (h)   The REMIC Administrator shall perform its duties hereunder
so as to maintain the status of each of REMIC I and REMIC II as a REMIC under
the REMIC Provisions (and the Trustee, the Master Servicer and the Special
Servicer shall assist the REMIC Administrator to the extent reasonably
requested by the REMIC 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 REMIC Administrator, Master Servicer, the Special
Servicer, or the Trustee shall knowingly take (or cause either of REMIC I or
REMIC II 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 of REMIC I or REMIC II
as a REMIC, or (ii) except as provided in Section 3.17(a), result in the
imposition of a tax upon either of REMIC I or REMIC II (including, but not
limited to, the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code or the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code (any such endangerment or imposition or,
except as provided in Section 3.17(a), imposition of a tax, an "Adverse
REMIC Event")), unless the REMIC 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 REMIC 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.  The REMIC Administrator shall not take any action or fail to
take any action (whether or not authorized hereunder) as to which the Master
Servicer or the Special Servicer has advised it in writing that either the
Master Servicer or the Special Servicer has received or obtained an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect
to such action.  In addition, prior to taking any action with respect to
either of REMIC I or REMIC II, or causing either of REMIC I or REMIC II 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 REMIC Administrator or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur.  Neither the Master
Servicer nor the Special Servicer shall take any such action or cause either
of REMIC I or REMIC II to take any such action as to which the
REMIC Administrator has advised it in writing that an Adverse REMIC Event
could occur, and neither the Master Servicer nor the Special Servicer shall
have any liability hereunder for any action taken by it in accordance with
the written instructions of the REMIC Administrator.  The REMIC 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 expressly
permitted by this Agreement, but in no event at the cost or expense of the
Trust Fund, the Trustee or the REMIC Administrator.  At all times as may be
required by the Code, the REMIC Administrator (to the extent it is within its
control) shall take all necessary actions within the scope of its
responsibilities as more specifically set forth in this Agreement such that
it does not cause substantially all of the assets of each of REMIC I and
REMIC II to fail to 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.

            (i)   If any tax is imposed on either of REMIC I or REMIC II,
including, without limitation, "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 of REMIC I or REMIC II 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 3.17(a)), such tax, together with all incidental costs and expenses
(including, without limitation, penalties and reasonable attorneys' fees),
shall be charged to and paid by: (i) the REMIC Administrator, if such tax
arises out of or results from a breach by the REMIC Administrator of any of
its obligations under this Article X; provided that no liability shall be
imposed upon the REMIC Administrator under this clause if another party has
responsibility for payment of such tax under clauses (iii) or (v) of this
Section; (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 Article X; (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 Article X; (iv) the Trustee if such tax arises out of or
results from a breach by the Trustee of any of its respective obligations
under Article IV, Article VIII or this Article X; (v) the Mortgage Loan
Seller, if such tax was imposed due to the fact that any of the Mortgage
Loans did not, at the time of their transfer to REMIC I, as applicable,
constitute a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code; or (vi) the Trust Fund, excluding the portion thereof constituting the
Additional Interest Grantor Trust, in all other instances.  Any tax permitted
to be incurred by the Special Servicer pursuant to Section 3.17(a) shall be
charged to and paid by the Trust Fund.  Any such amounts payable by the Trust
Fund shall be paid by the Paying Agent upon the written direction of the
REMIC Administrator out of amounts on deposit in the Distribution Account in
reduction of the Available Distribution Amount pursuant to Section 3.05(b).

            (j)   The REMIC Administrator shall, for federal income tax
purposes, maintain books and records with respect to REMIC I and REMIC II on
a calendar year and on an accrual basis.

            (k)   Following the Startup Day, none of the Trustee, the Master
Servicer or the Special Servicer shall accept any contributions of assets to
either of REMIC I or REMIC II 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 will not cause: (i) such
REMIC 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 under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

            (l)   None of the Trustee, the Master Servicer or 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 foreclosure 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 of REMIC I or REMIC II, (C) the termination of either of REMIC I and
REMIC II 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 Servicing
Accounts, the Interest Reserve Accounts, the Certificate Account, the
Distribution Account, the Companion Distribution Account, the Gain-on-Sale
Reserve Account or the REO Account for gain; or (iii) the acquisition of any
assets on behalf of either of REMIC I or REMIC II (other than (1) a Mortgaged
Property acquired through foreclosure, deed in lieu of foreclosure or
otherwise in respect of a Defaulted Mortgage Loan, (2) a Qualified Substitute
Mortgage Loan pursuant to Article II hereof and (3) Permitted Investments
acquired in connection with the investment of funds in the Servicing
Accounts, the Interest Reserve Accounts, the Certificate Account, the
Distribution Account, the Companion Distribution Account, the Gain-on-Sale
Reserve Account or the 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 of REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificates are outstanding; or (y) the
imposition of any tax on either of REMIC I or REMIC II under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

            (m)   Except as permitted by Section 3.17(a), none of the
Trustee, the Master Servicer and the Special Servicer shall enter into any
arrangement by which either of REMIC I or REMIC II will receive a fee or
other compensation for services nor permit either of REMIC I or REMIC II 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     Administration of the Additional Interest
Grantor Trust.

            (a)   The REMIC Administrator shall treat the Additional Interest
Grantor Trust, for tax return preparation purposes, as a grantor trust under
the Code and shall treat the Additional Interest, the Additional Interest
Account and amounts held from time to time in the Additional Interest Account
that represent Additional Interest as separate assets of the Additional
Interest Grantor Trust, and not either of REMIC I or REMIC II permitted by
Treasury Regulations Section 1.860G-2(i)(1).  The Class Z Certificates are
hereby designated as representing an undivided, beneficial interest in
Additional Interest payable on the Mortgage Loans and proceeds thereof in the
Additional Interest Account.

            (b)   [Reserved].

            (c)   [Reserved].

            (d)   The REMIC Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to the Additional Interest 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 Internal
Revenue Service or state tax authorities which extraordinary expenses shall
be payable or reimbursable to the REMIC Administrator from the Trust Fund
unless otherwise provided in Section 10.02(f) or 10.02(g)).

            (e)   The REMIC Administrator shall prepare, cause the Trustee to
sign and file when due all of the Tax Returns in respect of the Additional
Interest Grantor Trust.  The expenses of preparing and filing such returns
shall be borne by the REMIC Administrator without any right of reimbursement
therefor.  The other parties hereto shall provide on a timely basis to the
REMIC Administrator or its designee such information with respect to the
Additional Interest Grantor Trust as is in its possession and reasonably
requested by the REMIC 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 REMIC Administrator's request
therefor, shall provide in writing to the REMIC Administrator such
information as is reasonably requested by the REMIC Administrator for tax
purposes, and the REMIC 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 REMIC Administrator to
perform such obligations.

            (f)   The REMIC Administrator shall furnish or cause to be
furnished to the Class Z Certificateholders on the cash or accrual method of
accounting, as applicable, such information as to their respective portions
of the income and expenses of the Additional Interest Grantor Trust, at the
time and in the manner required under the Code, and shall perform on behalf
of the Additional Interest 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 Internal
Revenue Service or any state or local taxing authority.

            (g)   The REMIC Administrator shall perform its duties hereunder
so as to maintain the status of the Additional Interest Grantor Trust as
grantor trusts under the Grantor Trust Provisions (and the Trustee, the
Master Servicer and the Special Servicer shall assist the REMIC Administrator
to the extent reasonably requested by the REMIC 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 REMIC Administrator,
Master Servicer, the Special Servicer or the Trustee shall knowingly take (or
cause the Additional Interest 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 Additional Interest Grantor Trust as a grantor trust under the
Grantor Trust Provisions (any such endangerment of grantor trust status, an
"Adverse Grantor Trust Event"), unless the REMIC 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 REMIC 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 REMIC Administrator has advised it in
writing that the REMIC 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 Additional Interest 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 REMIC Administrator or its designee, in writing, with respect to whether
such action could cause an Adverse Grantor Trust Event to occur.  Neither the
Master Servicer nor the Special Servicer shall have any liability hereunder
for any action taken by it in accordance with the written instructions of the
REMIC Administrator.  The REMIC 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 expressly permitted by this Agreement, but in
no event at the cost or expense of the Trust Fund, the REMIC Administrator or
the Trustee.  Under no circumstances may the REMIC Administrator vary the
assets of the Additional Interest Grantor Trust so as to take advantage of
variations in the market so as to improve the rate of return of Holders of
the Class Z Certificates.

            (h)   If any tax is imposed on the Additional Interest Grantor
Trust, such tax, together with all incidental costs and expenses (including,
without limitation, penalties and reasonable attorneys' fees), shall be
charged to and paid by: (i) the REMIC Administrator, if such tax arises out
of or results from a breach by the REMIC 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
Additional Interest Grantor Trust in all other instances.

                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

            Section 11.01     Amendment.

            (a)   This Agreement may be amended from time to time by the
mutual agreement of the Depositor, the Master Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders or
Companion Holders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be inconsistent with any other
provision herein, (iii) to add any other provisions with respect to matters
or questions arising hereunder which shall not be inconsistent with the
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, or
(v) if such amendment, as evidenced by an Opinion of Counsel (at the expense
of the Trust Fund, in the case of any amendment requested by the Master
Servicer or Special Servicer that protects or is in furtherance of the
interests of the Certificateholders, and otherwise at the expense of the
party seeking such amendment) delivered to the Master Servicer, the Special
Servicer and the Trustee, is advisable or reasonably necessary 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 REMIC I or REMIC II created hereunder at least from
the effective date of such amendment, or would be necessary 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 any
such REMIC or to comply with any requirements imposed by the Commission with
respect to any adopted temporary or final regulation or other written
official announcement or interpretation relating to the securities laws
which, would apply retroactively to the Depositor, any Underwriter or the
Trust Fund; provided that no such amendment may significantly change the
activities of the Trust Fund in a manner that would adversely affect the
Trust Fund's status as a "qualifying special purpose entity" for purposes of
FAS 140; provided, further, that such action (except any amendment described
in clause (v) above) shall not, as evidenced by an Opinion of Counsel (at the
expense of the Trust Fund, in the case of any amendment requested by the
Master Servicer or Special Servicer that protects or is in furtherance of the
interests of the Certificateholders, and otherwise at the expense of the
party seeking such amendment) obtained by or delivered to the Master
Servicer, the Special Servicer and the Trustee, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder
with respect to the Pari Passu Mortgage Loans; provided, further, that the
Master Servicer, the Special Servicer and the Trustee shall have first
obtained from each Rating Agency written confirmation that such amendment
will not result in the qualification, downgrade or withdrawal of the rating
on any Class of Certificates.

            (b)   This Agreement may also be amended from time to time by the
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates entitled to at least
51% 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 Mortgage Loans that 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 a Companion Holder, without the
consent of such Companion Holder, (ii) as evidenced by an Opinion of Counsel
obtained by or delivered to the Master Servicer, the Special Servicer and the
Trustee, adversely affect in any material respect the interests of the
Holders of any Class of Certificates or the interests of a Companion Holder
in a manner other than as described in (i) without the consent of the Holders
of all Certificates of such Class or the consent of such Companion Holders,
as the case may be, (iii) modify the provisions of this Section 11.01 without
the consent of the Holders of all Certificates then outstanding and the
consent of all Companion Holders, (iv) modify the provisions of Section 3.20
or the definition of Servicing Standard without the consent of the Holders of
Certificates entitled to all of the Voting Rights and the consent of all
Companion Holders or (v) 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.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing
servicing duties with respect to any of the Mortgage Loans.

            (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 Trust Fund, in the case of any amendment requested by the
Master Servicer or Special Servicer that protects or is in furtherance of the
interests of the Certificateholders, and, otherwise, at the expense of the
party seeking such amendment) 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 of REMIC I or REMIC II pursuant to the REMIC
Provisions or on the Additional Interest Grantor Trust or cause either of
REMIC I or REMIC II to fail to qualify as a REMIC or the Additional Interest
Grantor Trust to fail to qualify as a grantor trust at any time that any
Certificates are outstanding and (ii) such amendment complies with the
provisions of this Section 11.01.

            (d)   Promptly after the execution of any such amendment, the
Trustee shall send a copy thereof to each Certificateholder and Companion
Holder.

            (e)   It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof.  The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.

            (f)   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 11.01(a), (b) 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 11.01(a), (b) or (c) shall be payable out of the Certificate Account
or the Distribution Account pursuant to Sections 3.05 and 4.01.

            Section 11.02     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 Certificate Account pursuant to Section 3.05(a)) to the
effect that such recordation materially and beneficially affects the
interests of the Certificateholders; 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 11.03     Limitation on Rights of Certificateholders.

            (a)   The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder'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)   No Certificateholder shall have any right to vote (except
as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from
time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision
hereof.

            (c)   No Certificateholder 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
Mortgage Loan, unless, with respect to any suit, action or proceeding upon or
under or with respect to this Agreement, such Holder 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 11.04     Governing Law.

            This Agreement and the Certificates shall be construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said State, and the obligations,
rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

            Section 11.05     Notices.

            Any communications provided for or permitted hereunder shall,
unless otherwise expressly provided herein, be in writing and shall be deemed
to have been duly given when delivered to: (i) in the case of the Depositor,
Wachovia Commercial Mortgage Securities, Inc., 301 South College Street,
Charlotte, North Carolina 28288, Attention: Charles L. Culbreth, H. Royer
Culp, Jr., Elizabeth K. Stinson, Wayne M. Fitzgerald, II and Lars A.
Carlsten, facsimile number: (704) 383-7639; (ii) in the case of the Master
Servicer, Wachovia Bank, National Association, NC 1075, 8739 Research Drive
URP4, Charlotte, North Carolina 28262-1075, Attention: Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C23, facsimile number: (704) 715-0036; (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, Attention: Thomas Nealon, Esq. at facsimile number (305) 695-5601,
and Attention: Javier Benedit, at facsimile number (305) 695-5199 (with
copies to Bilzin Sumberg Baena Price & Axelrod LLP, 200 South Biscayne
Boulevard, Suite 2500, Miami, Florida 33131, Attention: Alan J. Kazan, Esq.,
at facsimile number (305) 351-2229); (iv) in the case of the Trustee, Wells
Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045-1951,
Attention: Corporate Trust Services (CMBS)--Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23,
facsimile number: (410) 715-2381; (v)  in the case of the Underwriters to
each of Wachovia Capital Markets, LLC, 301 South College Street, Charlotte,
North Carolina 28288-1075, Attention: Charles L. Culbreth, H. Royer Culp,
Jr., Elizabeth K. Stinson, Wayne M. Fitzgerald, II and Lars A. Carlsten,
facsimile number: (704) 715-0066; Nomura Securities International, Inc., 2
World Financial Center, New York, New York 10281, Attention: Dante LaRocca,
facsimile number: (646) 587-8986; Banc of America Securities LLC, 214 North
Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255, Attention:
Stephen Hogue, telecopy number: (704) 386-1094; Deutsche Bank
Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie
Kaye, facsimile number: (212) 797-5630; Goldman, Sachs & Co., 85 Broad
Street, New York, New York 10004, Attention: Emily Brooks, facsimile number:
(212) 902-1691; and J.P. Morgan Securities Inc., 270 Park Avenue, 10th Floor,
New York, New York 10017, Attention: CMBS Trading, fax number (212) 834-6593,
with a copy to Bianca Russo, Esq., fax number (212) 834-6593; (vi) in the
case of the initial Controlling Class Representative, American Capital
Strategies, Ltd., 2 Bethesda Metro Center, 14th Floor, Bethesda, Maryland
20814, Attention: Doug Cooper, fax number: (301) 634-6714; (vii) in the case
of the Rating Agencies to each of Standard & Poor's Ratings Services, 55
Water Street, New York, New York 10041-0003, Attention: CMBS Surveillance
Group, facsimile number: (212) 438-2662; and Moody's Investors Service,
Inc., 99 Church Street, New York, New York 10007, Attention: Commercial
Mortgage Surveillance; and (viii) in the case of any Companion Holder, the
address(es) for notice to such Companion Holder as set forth in the related
Intercreditor Agreement 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 11.06     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 11.07     Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement shall constitute a sale and not a pledge of security for a loan.
If such conveyance is deemed to be a pledge of security for a loan, however,
the Depositor intends that the rights and obligations of the parties to such
loan shall be established pursuant to the terms of this Agreement.  The
Depositor also intends and agrees that, in such event, the Depositor shall be
deemed to have granted to the Trustee (in such capacity) a first priority
security interest in the Depositor's entire right, title and interest in and
to the assets constituting the Trust Fund.

            Section 11.08     Streit Act.

            Any provisions required to be contained in this Agreement by
Section 126 of Article 4-A of the New York Real Property Law are hereby
incorporated herein, and such provisions shall be in addition to those
conferred or imposed by this Agreement; provided, however, that to the extent
that such Section 126 shall not have any effect, and if said Section 126
should at any time be repealed or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, said Section 126 shall
cease to have any further effect upon the provisions of this Agreement.  In
case of a conflict between the provisions of this Agreement and any mandatory
provisions of Article 4-A of the New York Real Property Law, such mandatory
provisions of said Article 4-A shall prevail; provided that if said Article
4-A shall not apply to this Agreement, should at any time be repealed or
cease to apply to this Agreement or be construed by judicial decision to be
inapplicable, such mandatory provisions of such Article 4-A shall cease to
have any further effect upon the provisions of this Agreement.

            Section 11.09     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.  This Agreement may not be amended in any manner that
would adversely affect the rights of any third party beneficiary hereof
without its consent.  The 2005-C22 Master Servicer and the 2005-C22 Special
Servicer shall be third party beneficiaries to this Agreement solely with
respect to the reimbursement of nonrecoverable advances made by such party
under the 2005-C22 Pooling and Servicing Agreement as provided in Section
3.05.  No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this
Agreement; provided that the Companion Holders are intended third party
beneficiaries hereunder.

            Section 11.10     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 11.11     Notices to Rating Agencies.

            (a)   The Trustee shall promptly provide notice to each Rating
Agency and the Controlling Class Representative 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 merger, consolidation, resignation or termination
      of the Trustee, the Master Servicer or the Special Servicer;

               (iv)     the repurchase of Mortgage Loans by any of the
      Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
      Agreement;

               (v)      any change in the location of the Servicing Accounts,
      the Interest Reserve Accounts, the Certificate Account, the Gain-on-Sale
      Reserve Account, the Companion Distribution Account or the Distribution
      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 the Certificate Account.

            (c)   The Special Servicer shall furnish each Rating Agency and
the Controlling Class Representative with respect to a non-performing or
Defaulted Mortgage Loan such information as the Rating Agency or Controlling
Class Representative shall reasonably request and which the Special Servicer
can reasonably provide in accordance with applicable law.

            (d)   To the extent applicable, each of the Master Servicer, the
Special Servicer and the Trustee shall promptly furnish, or cause to be
furnished, to each Rating Agency copies of the following items:

               (i)      each of the annual statements as to compliance described
      in Section 3.13;

               (ii)     each of the annual independent public accountants'
      servicing reports described in Section 3.14;

               (iii)    any Officer's Certificate delivered to the Trustee
      pursuant to Section 4.03(c) or 3.08; and

               (iv)     each of the reports described in Section 3.12(a) and
      the statements and reports described in Sections 3.12(b), 3.12(c) and
      3.12(d).

            (e)   The Trustee shall (i) make available to each Rating Agency
and the Controlling Class Representative, upon reasonable notice, the items
described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency
and the Controlling Class Representative a copy of any notices given pursuant
to Section 7.03(a) or Section 7.03(b).

            (f)   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.

            (g)   Notwithstanding any provision herein to the contrary each
of the Master Servicer, the Special Servicer or the Trustee shall deliver to
any Underwriter any report prepared by such party hereunder upon request.

            Section 11.12     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 11.01.  All prior negotiations or
representations of the parties are merged into this Agreement and shall have
no force or effect unless expressly stated herein.

                           [SIGNATURE PAGES FOLLOW]

<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.

                                       WACHOVIA COMMERCIAL MORTGAGE
                                          SECURITIES, INC., Depositor

                                       By: /s/ Wayne M. Fitzgerald, II
                                          ------------------------------------
                                          Name: Wayne M. Fitzgerald, II
                                          Title: Vice President

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          Master Servicer

                                       By: /s/ Audrey L. Afflerbach
                                          ------------------------------------
                                          Name: Audrey L. Afflerbach
                                          Title: Vice President

                                       LNR PARTNERS, INC., Special Servicer

                                       By: /s/ Steven N. Bjerke
                                          ------------------------------------
                                          Name: Steven N. Bjerke
                                          Title: Vice President

                                       WELLS FARGO BANK, N.A., Trustee

                                       By: /s/ Deborah Daniels
                                          ------------------------------------
                                          Name: Deborah Daniels
                                          Title: Vice President

<PAGE>


                                   EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: 5.203% per annum      Class Principal Balance of the
                                         Class A-1 Certificates as of the
                                         Closing Date: $105,862,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-1 Certificate as of
                                         the Closing Date: $105,862,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-1-1                    CUSIP No.[_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-2 CERTIFICATES, THE CLASS A-3
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-5 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-1 Certificate (obtained by
dividing the principal amount of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-1 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-1 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-1 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 Class A-1 Certificates are exchangeable for new Class A-1 Certificates 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 Class A-1 Certificates 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 Class A-1 Certificates, but 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 Class A-1
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated: _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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 A-2 CERTIFICATE

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: 5.416% per annum      Class Principal Balance of the
                                         Class A-2 Certificates as of the
                                         Closing Date: $137,307,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-2 Certificate as of
                                         the Closing Date: $137,307,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-2-1                    CUSIP No.[_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION,  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-3
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-5 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-2 Certificate (obtained by
dividing the principal amount of this Class A-2 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-2 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer,", which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-2 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-2 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-2 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-2 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 Class A-2 Certificates are exchangeable for new Class A-2 Certificates 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 Class A-2 Certificates 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 Class A-2 Certificates, but 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 Class A-2
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-2
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-3 CERTIFICATE

             CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: 5.496% per annum      Class Principal Balance of the
                                         Class A-3 Certificates as of the
                                         Closing Date: $62,700,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-3 Certificate as of
                                         the Closing Date: $62,700,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-3-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION,  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-5 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-3 Certificate (obtained by
dividing the principal amount of this Class A-3 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-3 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer,", which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-3 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-3 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-3 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-3 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 Class A-3 Certificates are exchangeable for new Class A-3 Certificates 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 Class A-3 Certificates 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 Class A-3 Certificates, but 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 Class A-3
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-3
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-PB CERTIFICATE

            CLASS A-PB COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: 5.446% per annum      Class Principal Balance of the
                                         Class A-PB Certificates as of the
                                         Closing Date: $252,071,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-PB Certificate as of
                                         the Closing Date: $252,071,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-PB-1                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-5 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-PB Certificate (obtained by
dividing the principal amount of this Class A-PB Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-PB Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-PB Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-PB Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-PB Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-PB Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-PB 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 Class A-PB Certificates are exchangeable for new Class A-PB Certificates 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 Class A-PB Certificates 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 Class A-PB Certificates, but 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 Class
A-PB 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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-PB
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-PB Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-5-1

                          FORM OF CLASS A-4 CERTIFICATE

             CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the
                                         Class A-4 Certificates as of the
                                         Closing Date: $1,280,716,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-4 Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-4-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-5 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-4 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-4 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 Class A-4 Certificates are exchangeable for new Class A-4 Certificates 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 Class A-4 Certificates 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 Class A-4 Certificates, but 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 Class A-4
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-5-2

                          FORM OF CLASS A-4 CERTIFICATE

             CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the
                                         Class A-4 Certificates as of the
                                         Closing Date: $1,280,716,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-4 Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-4-2                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-5 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-4 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-4 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 Class A-4 Certificates are exchangeable for new Class A-4 Certificates 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 Class A-4 Certificates 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 Class A-4 Certificates, but 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 Class A-4
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-5-3

                          FORM OF CLASS A-4 CERTIFICATE

             CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the
                                         Class A-4 Certificates as of the
                                         Closing Date: $1,280,716,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-4 Certificate as of
                                         the Closing Date: $280,716,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-4-3                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-5 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-4 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-4 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 Class A-4 Certificates are exchangeable for new Class A-4 Certificates 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 Class A-4 Certificates 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 Class A-4 Certificates, but 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 Class A-4
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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 A-5 CERTIFICATE

             CLASS A-5 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the
                                         Class A-5 Certificates as of the
                                         Closing Date: $500,00,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-5 Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-5-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-5 Certificate (obtained by
dividing the principal amount of this Class A-5 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-5 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-5 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-5 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-5 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-5 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-5 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 Class A-5 Certificates are exchangeable for new Class A-5 Certificates 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 Class A-5 Certificates 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 Class A-5 Certificates, but 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 Class A-5
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-5
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-7-1

                         FORM OF CLASS A-1A CERTIFICATE

            CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the
                                         Class A-1A Certificates as of the
                                         Closing Date: $622,245,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-1A Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-1A-1                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES AND THE CLASS A-5 CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES
AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-1A Certificate (obtained by
dividing the principal amount of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-1A Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1A Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-1A 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 Class A-1A Certificates are exchangeable for new Class A-1A Certificates 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 Class A-1A Certificates 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 Class A-1A Certificates, but 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 Class
A-1A 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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1A
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1A Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-7-2

                         FORM OF CLASS A-1A CERTIFICATE

            CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the
                                         Class A-1A Certificates as of the
                                         Closing Date: $622,245,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-1A Certificate as of
                                         the Closing Date: $122,245,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-1A-2                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES AND THE CLASS A-5 CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES
AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-1A Certificate (obtained by
dividing the principal amount of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-1A Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1A Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-1A 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 Class A-1A Certificates are exchangeable for new Class A-1A Certificates 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 Class A-1A Certificates 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 Class A-1A Certificates, but 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 Class
A-1A 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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1A
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1A Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-1

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-1                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-2

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-2                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-3

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-3                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-4

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-4                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-5

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-5                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-6

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-6                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-7

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-7                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-8

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-8                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-8-9

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date: $4,229,859,029

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-C Certificate as of the
                                         Closing Date: $229,859,029

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-C-9                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C 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 Class X-C Certificates are exchangeable for new Class X-C Certificates 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 Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-C Certificates 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 any Class X-C Certificate without
registration or qualification. Any Class X-C Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-C Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but 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 Class X-C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-1

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-1                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-2

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-2                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-3

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-3                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-4

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-4                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-5

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-5                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-6

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-6                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-7

                        FORM OF CLASS X-P CERTIFICATE

           CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-7                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-8

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-8                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-9-9

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date: $4,069,646,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2006           Class X-P Certificate as of the
                                         Closing Date:
                                         $69,646,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. X-P-9                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT 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 Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of 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 Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P 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 Class X-P Certificates are exchangeable for new Class X-P Certificates 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 Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 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 X-P Certificates 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 any Class X-P Certificate without
registration or qualification. Any Class X-P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X-P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but 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 Class X-P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-10

                          FORM OF CLASS A-M CERTIFICATE

             CLASS A-M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the
                                         Class A-M Certificates as of the
                                         Closing Date: $422,986,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-M Certificate as of
                                         the Closing Date: $422,986,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-M-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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 IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES AND THE CLASS X-P CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE
CLASS A-1A CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE 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 OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-M Certificate (obtained by
dividing the principal amount of this Class A-M Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-M Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-M Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-M Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-M Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-M Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-M 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 Class A-M Certificates are exchangeable for new Class A-M Certificates 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 Class A-M Certificates 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 Class A-M Certificates, but 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 Class A-M
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-M
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-M Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-11

                          FORM OF CLASS A-J CERTIFICATE

             CLASS A-J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the
                                         Class A-J Certificates as of the
                                         Closing Date: $274,941,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class A-J Certificate as of
                                         the Closing Date: $274,941,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. A-J-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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 IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES AND THE CLASS A-M
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES AND THE CLASS A-M CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE 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 OF THE
SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class A-J Certificate (obtained by
dividing the principal amount of this Class A-J Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-J Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-J Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), LNR Partners, Inc. (herein called the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class A-J Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-J Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-J Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class A-J 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 Class A-J Certificates are exchangeable for new Class A-J Certificates 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 Class A-J Certificates 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 Class A-J Certificates, but 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 Class A-J
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-J
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-J Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-12

                           FORM OF CLASS B CERTIFICATE

              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class B
                                         Certificates as of the Closing Date:
                                         $37,011,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class B Certificate as of the
                                         Closing Date: $37,011,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. B-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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 IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES
AND THE CLASS A-J CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES AND THE CLASS A-J CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class B Certificate (obtained by dividing
the principal amount of this Class B Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class B Certificates (their "Class Principal Balance") as of the Closing Date in
that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class B Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class B Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class B Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class B 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 Class
B Certificates are exchangeable for new Class B Certificates 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 Class B Certificates 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 Class B Certificates, but 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 Class B
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class B
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-13

                           FORM OF CLASS C CERTIFICATE

              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class C
                                         Certificates as of the Closing Date:
                                         $52,873,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class C Certificate as of the
                                         Closing Date: $52,873,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. C-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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 IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES AND
THE CLASS B CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE 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 OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class C Certificate (obtained by dividing
the principal amount of this Class C Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class C Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class C Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class C Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class C Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class C 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 Class
C Certificates are exchangeable for new Class C Certificates 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 Class C Certificates 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 Class C Certificates, but 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 Class C
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class C
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-14

                           FORM OF CLASS D CERTIFICATE

              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class D
                                         Certificates as of the Closing Date:
                                         $37,011,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class D Certificate as of the
                                         Closing Date: $37,011,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. D-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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 IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE 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 OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class D Certificate (obtained by dividing
the principal amount of this Class D Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class D Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class D Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class D Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class D Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class D 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 Class
D Certificates are exchangeable for new Class D Certificates 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 Class D Certificates 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 Class D Certificates, but 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 Class D
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder to purchase from
the Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class D 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
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-15

                           FORM OF CLASS E CERTIFICATE

              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class E
                                         Certificates as of the Closing Date:
                                         $31,724,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class E Certificate as of the
                                         Closing Date: $31,724,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,         Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. E-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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 IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES
AND THE CLASS D CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE 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
OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class E Certificate (obtained by dividing
the principal amount of this Class E Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class E Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class E Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class E Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class E Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class E 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 Class
E Certificates are exchangeable for new Class E Certificates 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 Class E Certificates 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 Class E Certificates, but 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 Class E
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder to purchase from
the Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class E 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
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class E Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-16

                           FORM OF CLASS F CERTIFICATE

              CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class F
                                         Certificates as of the Closing Date:
                                         $42,299,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class F Certificate as of the
                                         Closing Date: $42,299,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. F-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  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 IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES AND THE CLASS E CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND THE
CLASS E CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS G, CLASS H, CLASS J, CLASS
K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES
OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class F Certificate (obtained by dividing
the principal amount of this Class F Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class F Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer," which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer,",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class F Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class F Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class F Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class F 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 Class
F Certificates are exchangeable for new Class F Certificates 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 Class F Certificates 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 Class F Certificates, but 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 Class F
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder to purchase from
the Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class F 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
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class F Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-17

                           FORM OF CLASS G CERTIFICATE

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class G
                                         Certificates as of the Closing Date:
                                         $52,873,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class G Certificate as of the
                                         Closing Date: $52,873,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. G-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES
OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS
H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND
CLASS S CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, 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 Class G Certificate (obtained by dividing
the principal amount of this Class G Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class G Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class G Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class G Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class G Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class G 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 Class
G Certificates are exchangeable for new Class G Certificates 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 Class G Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class G Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class G Certificates 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 any Class G Certificate
without registration or qualification. Any Class G Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class G Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class G Certificates, but 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 Class G
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class G
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-18

                           FORM OF CLASS H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class H
                                         Certificates as of the Closing Date:
                                         $52,873,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class H Certificate as of the
                                         Closing Date: $52,873,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. H-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND
THE CLASS G CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS J, CLASS K, CLASS L, CLASS M, CLASS
N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class H Certificate (obtained by dividing
the principal amount of this Class H Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class H Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class H Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class H Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class H Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class H 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 Class
H Certificates are exchangeable for new Class H Certificates 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 Class H Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class H Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, the Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class H Certificates 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 any Class H Certificate
without registration or qualification. Any Class H Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class H Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class H Certificates, but 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 Class H
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class H
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-19

                           FORM OF CLASS J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class J
                                         Certificates as of the Closing Date:
                                         $58,161,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class J Certificate as of the
                                         Closing Date: $58,161,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. J-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE
CLASS H CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS
N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class J Certificate (obtained by dividing
the principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class J Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class J Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class J Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class J Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class J 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 Class
J Certificates are exchangeable for new Class J Certificates 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 Class J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class J Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class J Certificates 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 any Class J Certificate
without registration or qualification. Any Class J Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class J Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class J Certificates, but 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 Class J
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class J
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-20

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class K
                                         Certificates as of the Closing Date:
                                         $52,873,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class K Certificate as of the
                                         Closing Date: $52,873,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. K-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES
OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS
L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE
SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class K Certificate (obtained by dividing
the principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class K Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class K Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class K Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class K 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 Class
K Certificates are exchangeable for new Class K Certificates 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 Class K Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class K Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, the Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class K Certificates 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 any Class K Certificate
without registration or qualification. Any Class K Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class K Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class K Certificates, but 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 Class K
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class K Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-21

                           FORM OF CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable             Class Principal Balance of the Class L
                                         Certificates as of the Closing Date:
                                         $10,575,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class L Certificate as of the
                                         Closing Date: $10,575,000

Closing Date: March 7, 2006             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,         Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. L-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND
THE CLASS K CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q
AND CLASS S CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, 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 Class L Certificate (obtained by dividing
the principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class L Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class L Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class L Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class L 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 Class
L Certificates are exchangeable for new Class L Certificates 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 Class L Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class L Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class L Certificates 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 any Class L Certificate
without registration or qualification. Any Class L Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class L Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class L Certificates, but 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 Class L
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class L
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class L Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-22

                           FORM OF CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class M
                                         Certificates as of the Closing Date:
                                         $21,149,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class M Certificate as of the
                                         Closing Date: $21,149,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. M-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE
CLASS L CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N, CLASS O, CLASS P, CLASS
Q AND CLASS S CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, 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 Class M Certificate (obtained by dividing
the principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class M Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class M Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class M Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class M 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 Class
M Certificates are exchangeable for new Class M Certificates 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 Class M Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class M Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, the Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class M Certificates 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 any Class M Certificate
without registration or qualification. Any Class M Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class M Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class M Certificates, but 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 Class M
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class M
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-23

                           FORM OF CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class N
                                         Certificates as of the Closing Date:
                                         $15,862,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class N Certificate as of the
                                         Closing Date: $15,862,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. N-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES
OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS
O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class N Certificate (obtained by dividing
the principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class N Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class N Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class N Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class N 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 Class
N Certificates are exchangeable for new Class N Certificates 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 Class N Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class N Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class N Certificates 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 any Class N Certificate
without registration or qualification. Any Class N Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class N Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class N Certificates, but 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 Class N
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class N
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class N Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-24

                           FORM OF CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class O
                                         Certificates as of the Closing Date:
                                         $10,575,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class O Certificate as of the
                                         Closing Date: $10,575,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. O-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND
THE CLASS N CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P, CLASS Q AND CLASS S CERTIFICATES
OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class O Certificate (obtained by dividing
the principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class O Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class O Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class O Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class O 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 Class
O Certificates are exchangeable for new Class O Certificates 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 Class O Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class O Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, the Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class O Certificates 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 any Class O Certificate
without registration or qualification. Any Class O Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class O Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class O Certificates, but 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 Class O
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class O
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class O Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-25

                           FORM OF CLASS P CERTIFICATE

              CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class P
                                         Certificates as of the Closing Date:
                                         $15,862,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class P Certificate as of the
                                         Closing Date: $15,862,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. P-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES,
THE CLASS N CERTIFICATES AND THE CLASS O CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES AND THE
CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS Q AND CLASS S CERTIFICATES
OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, 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 Class P Certificate (obtained by dividing
the principal amount of this Class P Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class P Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class P Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class P Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class P Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class P 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 Class
P Certificates are exchangeable for new Class P Certificates 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 Class P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class P Certificates 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 any Class P Certificate
without registration or qualification. Any Class P Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class P Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class P Certificates, but 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 Class P
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class P
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class P Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-26

                           FORM OF CLASS Q CERTIFICATE

              CLASS Q COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class Q
                                         Certificates as of the Closing Date:
                                         $15,862,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class Q Certificate as of the
                                         Closing Date: $15,862,000

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. Q-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES,
THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES AND THE CLASS P CERTIFICATES
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE
CLASS O CERTIFICATES AND THE CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS S
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, 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 Class Q Certificate (obtained by dividing
the principal amount of this Class Q Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class Q Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class Q
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class Q Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class Q Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class Q Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class Q 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 Class
Q Certificates are exchangeable for new Class Q Certificates 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 Class Q Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Q Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class Q Certificates 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 any Class Q Certificate
without registration or qualification. Any Class Q Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class Q Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Q Certificates, but 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 Class Q
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Q
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Q Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-27

                           FORM OF CLASS S CERTIFICATE

              CLASS S COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable              Class Principal Balance of the Class S
                                         Certificates as of the Closing Date:
                                         $63,448,029

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2006           of this Class S Certificate as of the
                                         Closing Date: $63,448,029

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: LNR Partners, Inc.

Certificate No. S-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, 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  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE 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").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-M CERTIFICATES,
THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES,
THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES,
THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES,
THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES,
THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES, THE CLASS P CERTIFICATES AND
THE CLASS Q CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE
CLASS O CERTIFICATES, THE CLASS P CERTIFICATES AND THE CLASS Q CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN. IN ADDITION, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, 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 Class S Certificate (obtained by dividing
the principal amount of this Class S Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class S Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class S
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), LNR Partners, Inc. (herein called the "Special Servicer",
which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class S Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class S Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
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 in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. 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 appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class S Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class S 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 Class
S Certificates are exchangeable for new Class S Certificates 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 Class S Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class S Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchasers or their respective affiliates), then the Certificate Registrar shall
refuse to register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class S Certificates 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 any Class S Certificate
without registration or qualification. Any Class S Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class S Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class S Certificates, but 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 Class S
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 Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class S
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class S Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-28

                          FORM OF CLASS R-I CERTIFICATE

             CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: March 1, 2006                 Class R-I Certificate: 100%

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006  Trustee: Wells Fargo Bank, N.A.

Master Servicer: Wachovia Bank,          Special Servicer: LNR Partners, Inc.
National Association

Certificate No. R-I-1

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-PB, CLASS A-4, CLASS A-5, CLASS A-1A, CLASS X-C, CLASS X-P, 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 OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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 CODE.
CONSEQUENTLY, 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 AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

            This certifies that Wachovia Bank, National Association is the
registered owner of the Percentage Interest evidenced by this Class R-I
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-I Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association (herein called the "Master Servicer," which
term includes any successor entity under the Agreement), LNR Partners, Inc.
(herein called the "Special Servicer,", which term includes any successor entity
under the Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to the Holders of the Class R-I Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Class R-I Certificate will be made by check mailed to the
address of the Person entitled thereto, as such name and address appear in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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 Class R-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates 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 Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-I Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor or its affiliates), then the Certificate Registrar shall refuse to
register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, the Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class R-I Certificates 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 any Class R-I
Certificate without registration or qualification. Any Class R-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-I Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No transfer of this Class R-I Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-I Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-I Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents the "residual interest" in REMIC I as
defined in the Agreement. 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 Wells Fargo Bank, N.A., as paying agent (the "Paying
Agent"), 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 Certificate
Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of
any mandatory sale and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Master Servicer, the Paying Agent and
the Certificate Registrar 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, in form and substance satisfactory to the Certificate Registrar,
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 a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in this Certificate to such
proposed Transferee shall be effected. The proposed Transferee must also state
in the Transfer Affidavit and Agreement that (A) it has historically paid its
debts as they have come due and intends to continue to pay its debts as they
come due in the future, (B) it understands that it may incur tax liabilities
with respect to this certificate in excess of cash flows generated thereby, (C)
it intends to pay any taxes associated with holding this certificate as they
become due, (D) it will not cause income from this certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of its own or of any other person
and (E) it will not transfer this certificate to any person or entity that does
not provide a similar affidavit. Any purported transfer to a disqualified
organization or other person that is not a permitted transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            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 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 Master Servicer and the
Paying Agent written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulation 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
Certificate Registrar and the Master Servicer 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 qualify, downgrade or withdraw its then-current ratings of any Class Of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, 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 Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject
to an entity-level tax caused by the transfer of this Class R-I Certificate to a
Person which is not a Permitted Transferee, or cause a Person other than the
prospective Transferee to be subject to a REMIC-related tax caused by the
transfer of this Class R-I Certificate to a Person which is not a Permitted
Transferee.

            A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Plan, a Disqualified Non-United States Person or is a United
States Person with respect to whom income on this Certificate is allocable to a
foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of such Person or any other United States Person.
.. A "Disqualified Organization" is any of the following: (i) the United States
or a possession thereof, any State or any political subdivision thereof, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for FHLMC, a majority of its board of directors is not selected by any such
governmental unit), (ii) a foreign government, international organization, or
any agency or instrumentality of either of the foregoing, (iii) any organization
(except certain farmers' cooperatives 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 on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code or (v) any other Person so
designated by the Paying Agent or the Certificate Registrar based upon an
Opinion of Counsel (which shall not be an expense of the Paying Agent) that the
holding of an Ownership Interest in a Class R-I 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 Class R-I 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 Person" is any Non-United States
Person or agent thereof other than (i) a Non-United States Person that holds
this Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Certificate Registrar
with an effective IRS Form W-8ECI (or successor form) or (ii) a Non-United
States Person that has delivered to both the transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
the transfer of this Certificate to it is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer of
this Certificate will not be disregarded for federal income tax purposes.

            A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of the United States, any State thereof or the District of
Columbia unless in the case of a partnership, Treasury Regulations are adopted
that provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes regardless of its source, 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, 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 Class R-I Certificates, but 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 Class R-I
Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property 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
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-29

                         FORM OF CLASS R-II CERTIFICATE

            CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: March 1, 2006                 Class R-II Certificate: 100%

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006  Trustee: Wells Fargo Bank, N.A.

Master Servicer: Wachovia Bank,          Special Servicer: LNR Partners, Inc.
National Association

Certificate No. R-II-1

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-PB, CLASS A-4, CLASS A-5, CLASS A-1A, CLASS X-C, CLASS X-P, 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 OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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 CODE.
CONSEQUENTLY, 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 AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

            This certifies that Wachovia Bank, National Association is the
registered owner of the Percentage Interest evidenced by this Class R-II
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-II Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association (herein called the "Master Servicer," which
term includes any successor entity under the Agreement), LNR Partners, Inc.
(herein called the "Special Servicer,", which term includes any successor entity
under the Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to the Holders of the Class R-II Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Class R-II Certificate will be made by check mailed to the
address of the Person entitled thereto, as such name and address appear in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account 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 Class R-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates 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 Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-II Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor or its affiliates), then the Certificate Registrar shall refuse to
register such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, the Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class R-II Certificates 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 any Class R-II
Certificate without registration or qualification. Any Class R-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No transfer of this Class R-II Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-II Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-II Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents the "residual interest" in REMIC II, as
defined in the Agreement. 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 Wells Fargo Bank, N.A., as paying agent (the "Paying
Agent"), 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 Certificate
Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of
any mandatory sale and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Master Servicer, the Paying Agent and
the Certificate Registrar 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, in form and substance satisfactory to the Certificate Registrar,
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 a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in this Certificate to such
proposed Transferee shall be effected. The proposed Transferee must also state
in the Transfer Affidavit and Agreement that (A) it has historically paid its
debts as they have come due and intends to continue to pay its debts as they
come due in the future, (B) it understands that it may incur tax liabilities
with respect to this certificate in excess of cash flows generated thereby, (C)
it intends to pay any taxes associated with holding this certificate as they
become due, (D) it will not cause income from this certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of its own or of any other person
and (E) it will not transfer this certificate to any person or entity that does
not provide a similar affidavit. Any purported transfer to a disqualified
organization or other person that is not a permitted transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            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 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 Master Servicer and the
Paying Agent written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulation 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
Certificate Registrar and the Master Servicer 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 qualify, downgrade or withdraw its then-current ratings of any Class Of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, 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 Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject
to an entity-level tax caused by the Transfer of any Class R-II Certificate to a
Person which is not a Permitted Transferee, or cause a Person other than the
prospective Transferee to be subject to a REMIC-related tax caused by the
transfer of this Class R-II Certificate to a Person which is not a Permitted
Transferee.

            A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Plan, a Disqualified Non-United States Person or a United States
Person with respect to whom income on this Certificate is allocable to a foreign
permanent establishment or fixed base (within the meaning of an applicable
income tax treaty) of such Person or any other United States Person. A
"Disqualified Organization" is any of the following: (i) the United States or a
possession thereof, any State or any political subdivision thereof, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for FHLMC, a majority of its board of directors is not selected by any such
governmental unit), (ii) a foreign government, international organization, or
any agency or instrumentality of either of the foregoing, (iii) any organization
(except certain farmers' cooperatives 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 on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code or (v) any other Person so
designated by the Paying Agent or the Certificate Registrar based upon an
Opinion of Counsel (which shall not be an expense of the Paying Agent) that the
holding of an Ownership Interest in a Class R-II 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 Class R-II 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 Person" is any Non-United States
Person or agent thereof other than (i) a Non-United States Person that holds
this Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Certificate Registrar
with an effective IRS Form W-8ECI (or successor form) or (ii) a Non-United
States Person that has delivered to both the transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
the transfer of this Certificate to it is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer of
this Certificate will not be disregarded for federal income tax purposes.

            A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of the United States, any State thereof or the District of
Columbia unless in the case of a partnership, Treasury Regulations are adopted
that provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes regardless of its source, 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, 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 Class R-II Certificates, but 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 Class
R-II Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property 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
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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-30

                           FORM OF CLASS Z CERTIFICATE

              CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C23

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: March 1, 2006                 Class Z Certificate: 100%

Closing Date: March 7, 2006              Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $4,229,859,030

First Distribution Date: April 17, 2006  Trustee: Wells Fargo Bank, N.A.

Master Servicer: Wachovia Bank,          Special Servicer: LNR Partners, Inc.
National Association

Certificate No. Z-1

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            This certifies that American Capital Strategies, Ltd. is the
registered owner of the Percentage Interest evidenced by this Class Z
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class Z Certificates in the Trust Fund created pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Wachovia Commercial Mortgage Securities, Inc. (herein called the
"Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association (herein called the "Master Servicer," which
term includes any successor entity under the Agreement), LNR Partners, Inc.
(herein called the "Special Servicer,", which term includes any successor entity
under the Agreement) and Wells Fargo Bank, N.A. (herein called 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.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2006 (each, a "Determination Date"). Distributions will be
made 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
(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
to the Holders of the Class Z Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class Z Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of 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 Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.

            The Class Z Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z Certificates are exchangeable for new
Class Z Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate 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.

            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 Class Z Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor or its
respective affiliates), then the Certificate Registrar shall refuse to register
such transfer unless it receives 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
either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of
Counsel reasonably satisfactory to the Certificate Registrar 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 Trustee, the Paying
Agent 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, the Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class Z Certificates 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 any Class Z Certificate
without registration or qualification. Any Class Z Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class Z Certificate
agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z Certificates, but 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 Class Z
Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been paid in full.

            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 and the
rights of the Certificateholders under the Agreement 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 51% 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 Fund (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, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 7, 2006

                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar

                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Z Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent

                                       By:____________________________________
                                          Authorized Representative

<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 Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:______________________________
_______________________________________________________________________________.


Dated:  _________________________


                                       -----------------------------------------
                                        Signature by or on behalf of Assignor


                                       -----------------------------------------
                                                Signature Guaranteed

<PAGE>

                            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>



<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE
                             ----------------------


<TABLE>
<CAPTION>
Mortgage Loan Number   Loan Group Number   Property Name
--------------------   -----------------   ----------------------------------------------
<S>                    <C>                 <C>

                   1                   1   Prime Outlets Pool(1)
                1.01                       Prime Outlets at San Marcos
                1.02                       Prime Outlets at Grove City
                1.03                       Prime Outlets at Ellenton
                1.04                       Prime Outlets at Jeffersonville
                1.05                       Prime Outlets at Pleasant Prairie
                1.06                       Prime Outlets at Huntley
                1.07                       Prime Outlets at Gulfport
                1.08                       Prime Outlets at Naples
                1.09                       Prime Outlets at Lebanon
                1.10                       Prime Outlets at Florida City
                   2                   1   1775 Broadway
                   3                   1   620 Avenue of the Americas(3)
                   4                   1   Hyatt Center(1)
                   5                   1   Belmar(4)
                   6                   1   Clay Terrace
                   7                   1   The InterContinental Hotel - Kansas City, MO
                   8                   1   Britannia Business Center I
                   9                   1   Marriott - Irving, TX(5)
                  10                   1   Doubletree Hotel - Chicago, IL(6)
                  11                   1   Horizon Pool
               11.01                       Prime Outlets at Burlington
               11.02                       Prime Outlets at Oshkosh
               11.03                       Prime Outlets at Fremont
                  12                   1   Huntington Oaks Shopping Center
                  13                   1   3500 Maple
                  14                   2   The Highland and Lodge Pool(7)
               14.01                       The Lodge Apartments
               14.02                       Highland Ridge Apartments
                  15                   1   Sunmark Plaza
                  16                   1   TownMall of Westminster
                  17                   1   Parkway Corporate Plaza
                  18                   1   Ranchero Village(8)
                  19                   1   Marriott Renaissance - Philadelphia, PA(5)
                  20                   1   Mountain Bay Plaza
                  21                   2   Monteverde Apartments
                  22                   1   Hohokam Towers
                  23                   1   Marriott - Saddle Brook, NJ(5)
                  24                   1   1100 Technology Park Drive
                  25                   1   GSA Offices Pool
               25.01                       GSA Offices - Mobile, AL
               25.02                       GSA Offices - Little Rock, AR
               25.03                       GSA Offices - Raleigh, NC
               25.04                       GSA Offices - Memphis Midtown, TN
               25.05                       GSA Offices - Trussville, AL
               25.06                       GSA Offices - Memphis North, TN
               25.07                       GSA Offices - Frankfort, KY
               25.08                       GSA Offices - Columbus, MS
               25.09                       GSA Offices - Elizabethtown, KY
               25.10                       GSA Offices - Greenville, NC
               25.11                       GSA Offices - Memphis East, TN
               25.12                       GSA Offices - Henderson, NC
               25.13                       GSA Offices - Fairhope, AL
               25.14                       GSA Offices - Moss Point, MS
               25.15                       GSA Offices - Richmond, KY
               25.16                       GSA Offices - Lawrenceburg, TN
                  26                   1   Marriott - Glen Allen, VA(5)
                  27                   1   100 Motor Parkway
                  28                   1   Cal Oaks Plaza Shopping Center
                  29                   2   Cavalier Country Club Apartments
                  30                   1   Crowne Plaza - Bridgeton, MO(5)
                  31                   1   Downtown Centre
                  32                   1   Mission Square Office Building
                  33                   1   215 South Monroe Building
                  34                   1   594 Broadway
                  35                   1   Homewood Suites - Plainview, NY(3),(9)
                  36                   1   Shoppes at Zion
                  37                   1   1200 Wall Street West
                  38                   1   353 Lexington Avenue
                  39                   1   Broadway Medical Plaza
                  40                   1   The Shoppes at Heron Lakes
                  41                   1   Willow Creek Shopping Center
                  42                   2   Summit Green Apartments
                  43                   1   Dublin Retirement Village
                  44                   1   Waterford Place Apartments
                  45                   2   Green Mount Crossing
                  46                   1   Town Plaza(3),(9)
                  47                   1   Doubletree Hotel - Atlanta, GA(6)
                  48                   1   University Place(10)
                  49                   1   Vineyard Shopping Center
                  50                   1   Crowne Plaza - Romulus, MI(5)
                  51                   1   Marriott - Evansville, IN(5)
                  52                   1   AMC - Highlands Ranch
                  53                   1   Rave Theater
                  54                   1   Villa Medici Apartments
                  55                   1   West Park Place
                  56                   1   Doubletree Hotel - Tulsa, OK
                  57                   1   2700 Ygnacio Valley Road
                  58                   2   Colonial Village at Caledon Wood
                  59                   1   Marina Pointe
                  60                   1   Procacci Pool
               60.01                       Lake Wales Plaza
               60.02                       Lake City Professional Plaza
               60.03                       Orlando Professional Plaza
                  61                   2   Grande Club Apartments
                  62                   1   Brookwood Commerce Centre
                  63                   2   Townpark Crossing
                  64                   2   Sierra at Fall Creek
                  65                   1   The Shoppes at Cornerstone
                  66                   1   Mountain Valley Center
                  67                   1   Grand Parkway Times Square(3)
                  68                   1   U.S. Bank Building
                  69                   2   Balboa Court
                  70                   1   Lansing Towne Centre
                  71                   1   Courtyard Carolina Beach
                  72                   2   Ravinia Apartments
                  73                   2   Montana Valley Apartments
                  74                   1   The Orchard
                  75                   2   Arvada Village
                  76                   1   Sunshine Park Mall(3)
                  77                   2   Alexan Town East Apartments
                  78                   1   Giant Eagle (Columbus, OH)
                  79                   1   Haven Village Center
                  80                   1   Sorrento Tech
                  81                   1   Chatham Crossing
                  82                   2   Adrian on Riverside
                  83                   2   Greens @ Forest Park
                  84                   1   Comfort Inn - New York, NY
                  85                   1   Kohl's - Lakewood, CO
                  86                   2   Dakota Ranch Apartments
                  87                   1   DEA/ATF Building
                  88                   2   Waterford Landing Apartments
                  89                   1   Broadway Commons
                  90                   1   Shops at Hammock Cove
                  91                   1   TownePlace Suites Hotel
                  92                   1   Buckeye Marketplace
                  93                   1   Bullhead Square
                  94                   1   Northwood Crossings
                  95                   1   Mississippi Plaza Building(3)
                  96                   1   990 Spring Garden Street
                  97                   1   Arapahoe & Revere Business Center(3)
                  98                   2   Franklin Regency Apts.
                  99                   1   Prospect Plaza
                 100                   2   Carlton Park Apartments
                 101                   1   Holiday Inn - Lake City, FL
                 102                   2   Black Stone Acres Apartments
                 103                   2   Legacy at Prescott Lakes Apartments
                 104                   1   Holiday Inn - Phoenix, AZ
                 105                   1   Northwest Village
                 106                   1   Hereford Estates and Mountain Scene MHP
                 107                   2   The Landing
                 108                   1   Mountain View Shopping Center
                 109                   2   Lake of the Woods Apartments
                 110                   2   Bierman Place Apartments
                 111                   2   Blue Grass Manor
                 112                   1   Woodland Terrace
                 113                   1   Northwest Plaza
                 114                   1   Gables at Wolf Creek Apartments
                 115                   1   Royal Oaks Village II
                 116                   2   Biltmore
                 117                   2   Duval Manor Apartments(11)
                 118                   1   Berne Square Shopping Center
                 119                   1   Arbutus Business Center
                 120                   1   Holiday Inn Express - Phoenix, AZ(12)
                 121                   2   Lindsay Lane Apartments
                 122                   1   Shorewood Crossings Shopping Center, Phase II
                 123                   2   Canyon Springs Apts.
                 124                   1   Hilton Garden Inn - Phoenix, AZ
                 125                   2   Hunter's Run - Dallas
                 126                   1   Baymeadows Commons Shopping Center
                 127                   1   Mountain Village Estates MHP
                 128                   1   WOW Logistics - 1941 Engel Road
                 129                   1   Wild Oats Market
                 130                   1   Camino Altos Office Building
                 131                   2   Parklane Apartments
                 132                   2   Greene Manor and King Phillip Apartments
                 133                   1   Peakway Market Square
                 134                   1   Beekman Stop & Shop(13)
                 135                   2   Spanish Creek Apartments
                 136                   1   Cedar Bluff Shopping Center
                 137                   2   Lexington Club at Galleria
                 138                   1   Burgandy Place
                 139                   2   Sea Pines Apartments
                 140                   1   Loveland Marketplace - North
                 141                   2   Douglas Cove
                 142                   1   Taylor Junction
                 143                   2   Compton Lake Village
                 144                   2   Buena Vista I Apartments
                 145                   2   Tuffy Apartments Pool
              145.01                       110 North Boulevard
              145.02                       3224 Stuart Boulevard
              145.03                       3228 Stuart Boulevard
              145.04                       3408 Park Avenue
              145.05                       705 North Boulevard
              145.06                       2903 Monument Avenue
                 146                   1   Sullivan Square Shopping Center
                 147                   1   CVS - Washington, DC
                 148                   1   WOW Logistics - Concord Ave.
                 149                   1   Wall Street Plaza-La Jolla
                 150                   1   Marketplace at Ken Caryl(14)
                 151                   1   Walgreens - Feasterville, PA
                 152                   1   Walgreens - Southfield, MI
                 153                   1   Roswell Fiesta
                 154                   1   Arnold Pool
              154.01                       Arnold Building II
              154.02                       Arnold Building I
              154.03                       Atlantic Teleconnect Building
                 155                   2   Pepperstone Apartments
                 156                   1   10 Campus Boulevard
                 157                   1   Walgreens - Taylor, MI
                 158                   2   Colonial Ridge Apartments
                 159                   2   Arvada Green
                 160                   2   Meridian Village Apartments
                 161                   2   West Hills Apartments
                 162                   2   Piney Ridge Apartments
                 163                   1   Sulphur Spring Business Park
                 164                   1   Fairfield Inn & Suites - Boone
                 165                   1   Zang Building
                 166                   1   Kent Plaza
                 167                   1   Walgreens - Metairie, LA
                 168                   1   SSA -Austin, TX
                 169                   2   Hidden Village Apartments
                 170                   1   Copelands Sport
                 171                   1   Anchor Self Storage - Mashpee, MA
                 172                   2   Weatherbee Townhomes
                 173                   2   Jessica Apts.
                 174                   1   Lincoln Square Office Building
                 175                   1   Best Buy - Oxnard, CA
                 176                   2   Brushwood Apartments
                 177                   1   American Way Plaza
                 178                   2   Orchid Lake
                 179                   1   Springfield Gardens
                 180                   1   Meadows Shopping Center(14)
                 181                   2   Spanish Oaks Apartments
                 182                   1   CVS - Somerville, MA
                 183                   1   Grand Oasis MHP
                 184                   1   Habersham House
                 185                   1   Atlantic Plaza
                 186                   1   Cordova Dexter Pool
              186.01                       The Shops of Cordova Station
              186.02                       The Commons of Dexter Lakes
                 187                   1   Travelers Office Bldg
                 188                   1   Marlton Plaza
                 189                   1   Bailey Cove Shopping Center
                 190                   1   Walgreens - Claremore, OK
                 191                   1   White Horse Commons
                 192                   1   Wingate Inn
                 193                   1   Ferguson Square
                 194                   1   Walgreens - York, PA
                 195                   2   Clayton Apartments
                 196                   2   Woodcrest Apartments, IA
                 197                   1   Walgreens - Charlotte, NC
                 198                   2   Berkeley Flats
                 199                   1   Supermall Strip Center 1 & 2
                 200                   1   Walgreens - Saginaw, MI
                 201                   1   Stoney Creek
                 202                   1   Walgreens - Flushing, MI
                 203                   2   Alondra & Peter Pan Mobile Home Parks
                 204                   1   Walgreens - Pittsburgh, PA
                 205                   1   Walgreens - Stevensville, MI
                 206                   1   Walgreens - Reynoldsburg, OH
                 207                   1   South Creek Center(3)
                 208                   1   Quality Inn & Suites - Mt. Pleasant
                 209                   1   Horizon Corporate Center II
                 210                   1   Nephrology, Inc. - Mishawaka, IN
                 211                   1   Mammoth Park Towers Apts
                 212                   1   Walgreens - Maineville, OH
                 213                   1   WOW Logistics - Marshfield
                 214                   1   Grove Park Shopping Center
                 215                   1   Walgreens - Greendale, IN
                 216                   1   Walgreens - Elk City, OK
                 217                   2   Merridy Place Apts
                 218                   1   WOW Logistics - Chippewa Falls
                 219                   1   Walgreens - Rainbow City, AL
                 220                   1   Deland Plaza
                 221                   2   The Grand Reserve Phase III Apartments
                 222                   1   Cedar Breaks Village
                 223                   2   Truman Building
                 224                   1   Storaway - Nashville, TN
                 225                   1   CVS - Schaumburg, IL
                 226                   1   Columbine Plaza - Shopping Center(14)
                 227                   1   CVS - Baton Rouge, LA
                 228                   1   Hampton Inn - Abingdon, VA
                 229                   1   Trailwood Shops
                 230                   1   CVS Pharmacy_Algonac, MI
                 231                   2   Romaine Court Apartments
                 232                   1   CVS - New Iberia, LA
                 233                   1   Walgreens - Covington, LA
                 234                   1   Plateau Self Storage - Sammamish, WA
                 235                   1   Comfort Suites - Boone
                 236                   1   Sleep Inn & Suites - Concord
                 237                   1   Storaway - Palm Bay, FL
                 238                   1   Plaza Airline Shopping Center
                 239                   1   Perkins Restaurant & Bakery Pool
              239.01                       Perkins Restaurant & Bakery -Tampa, FL
              239.02                       Perkins Restaurant & Bakery - Winter Haven, FL
                 240                   1   GW Bush Shopping Center
                 241                   1   Alhambra Office / Warehouse
                 242                   1   Storaway - Deltona, FL II(3)
                 243                   1   Walgreens - Dyersburg, TN
                 244                   1   Red Lion - Yakima, WA(3)
                 245                   1   CVS - Shreveport, LA
                 246                   1   Walgreens - Brainerd, MN
                 247                   1   1201 Hospital Drive
                 248                   1   Microtel Inn - Manistee, MI
                 249                   2   College Woods Apartments
                 250                   1   CVS - Jacksonville Beach, FL
                 251                   1   Mutual of Omaha
                 252                   1   Morgantown Plaza
                 253                   1   Marina Pointe Shopping Center(14)
                 254                   2   Old Orchard Apartments(3)
                 255                   1   CVS - Lafayette, LA
                 256                   1   Walgreens- Natchitoches, LA
                 257                   1   Big Lots - Albuquerque, NM
                 258                   1   CVS - Channelview, TX
                 259                   2   Briza Apartments
                 260                   1   Anchor Self Storage - Narragansett, RI
                 261                   1   Victoria's Secret
                 262                   1   South Towne Retail
                 263                   1   A-1 Self Storage
                 264                   1   GM&O Building
                 265                   1   Center Towers Retail
                 266                   1   Storaway - Deltona, FL I
                 267                   1   U.S. Social Security Administration
                 268                   1   Loveland Marketplace - South(3)
                 269                   1   Nephrology, Inc. Pool
              269.01                       Nephrology, Inc. - Elkhart, IN
              269.02                       Nephrology, Inc. - LaPorte, IN
                 270                   1   Walgreens - Houston, TX
                 271                   1   Walgreens - St. Petersburg, FL
                 272                   1   Natick Park South Apts
                 273                   1   Willow Crossroads
                 274                   1   Comfort Inn - Lenoir
                 275                   1   Hattiesburg Retail Center
                 276                   2   Tan Tara MHP
                 277                   1   Arrowhead Ridge
                 278                   1   Whitehorse Medical Office Building
                 279                   1   Holiday Inn - Morristown, TN
                 280                   1   Riverton Medical Center
                 281                   1   Tractor Supply - El Campo, TX
                 282                   1   CVS - Houston, TX
                 283                   1   Supermall Strip Center 3(3)
                 284                   1   U-Secure Self Storage Facility
                 285                   2   Oak Tree East
                 286                   1   Tractor Supply - Parkersburg, WV
                 287                   1   Brice Road Strip Center
                 288                   1   North Towne Center
                 289                   2   Birchwood Apartments
                 290                   1   Vista Commerce Center
                 291                   1   Nephrology, Inc. - South Bend, IN
                 292                   2   Willis Park South Apts
                 293                   1   2110 East Oklahoma Avenue
                 294                   1   Block Buster Plaza
                 295                   1   Doral Commercial Center
                 296                   1   Cruse Village
                 297                   2   Summit Terrace Apartments
                 298                   1   Hancock Fabrics - Sugar Land, TX
                 299                   1   WOW Logistics - IP Building
                 300                   1   Louetta Village
                 301                   2   Blackhawk Place Apartments
                 302                   2   Hazeltine Court Apartments
                 303                   1   The Verizon Wireless Building
                 304                   2   Coldwater Park
                 305                   1   Lake Wales No. 60

<CAPTION>
Mortgage Loan Number   Address                                                   City                   State         Zip Code
--------------------   -------------------------------------------------------   --------------------   -------   ------------
<S>                    <C>                                                       <C>                    <C>       <C>

                   1   Various                                                   Various                Various        Various
                1.01   3939 Interstate Highway 35 South                          San Marcos             TX               78666
                1.02   1911 Leesburg-Grove City Road                             Grove City             PA               16127
                1.03   5461 Factory Shops Boulevard                              Ellenton               FL               34222
                1.04   8000 Factory Shops Boulevard                              Jeffersonville         OH               43128
                1.05   11211 120th Avenue                                        Pleasant Prairie       WI               53158
                1.06   11800 Factory Shops Boulevard                             Huntley                IL               60142
                1.07   10000 Factory Shops Boulevard                             Gulfport               MS               39503
                1.08   6060 Collier Boulevard                                    Naples                 FL               34114
                1.09   One Outlet Village Boulevard                              Lebanon                TN               37090
                1.10   250 East Palm Drive                                       Homestead              FL               33034
                   2   1775 Broadway                                             New York               NY               10019
                   3   620 Avenue of the Americas                                New York               NY               10011
                   4   71 South Wacker Drive                                     Chicago                IL               60606
                   5   408 S Teller Street                                       Lakewood               CO               80226
                   6   14311 Clay Terrace Boulevard                              Carmel                 IN               46032
                   7   401 Ward Parkway                                          Kansas City            MO               64112
                   8   4385, 4255, 4125 & 4155 Hopyard Road                      Pleasanton             CA               94588
                   9   223 West Las Colinas Boulevard                            Irving                 TX               75039
                  10   198 East Delaware Place Court                             Chicago                IL               60611
                  11   Various                                                   Various                Various        Various
               11.01   448 Fashion Way                                           Burlington             WA               98233
               11.02   3001 South Washburn Street                                Oshkosh                WI               54904
               11.03   6245 North Old 27                                         Fremont                IN               46737
                  12   1321 South Mayflower Avenue                               Monrovia               CA               91016
                  13   3500 Maple Avenue                                         Dallas                 TX               75219
                  14   Various                                                   Overland Park          KS             Various
               14.01   7575 West 106th Street                                    Overland Park          KS               66212
               14.02   11846 Perry Street                                        Overland Park          KS               66210
                  15   611-711 Marks Street                                      Henderson              NV               89014
                  16   400 North Center Street                                   Westminster            MD               21157
                  17   1620-1680 East Roseville Parkway                          Roseville              CA               95661
                  18   7100 Ulmerton Road                                        Largo                  FL               33771
                  19   500 Stevens Drive                                         Philadelphia           PA               19113
                  20   444 Castro Street                                         Mountain View          CA               94041
                  21   3601 East McDowell Road                                   Phoenix                AZ               85008
                  22   4605,4615,4635 East Elwood Street                         Phoenix                AZ               85040
                  23   138 Pehle Avenue                                          Saddle Brook           NJ               07663
                  24   1100 Technology Park Drive                                Billerica              MA               01821
                  25   Various                                                   Various                Various        Various
               25.01   550 Government Street                                     Mobile                 AL               36602
               25.02   1520 Riverfront Drive                                     Little Rock            AR               72202
               25.03   4701 Old Wake Forest Road                                 Raleigh                NC               27609
               25.04   1330 Monroe Avenue                                        Memphis                TN               38104
               25.05   1972 Gadsden Highway                                      Trussville             AL               35235
               25.06   3602 Austin Peay Highway                                  Memphis                TN               38128
               25.07   140 Flynn Avenue                                          Frankfort              KY               40601
               25.08   3577 Bluecutt Road                                        Columbus               MS               39705
               25.09   591 Westport Road                                         Elizabethtown          KY               42701
               25.10   2805 South Charles Boulevard                              Greenville             NC               27858
               25.11   3220 Players Club Parkway                                 Memphis                TN               38125
               25.12   858 South Beckford Drive                                  Henderson              NC               27536
               25.13   101 Courthouse Drive                                      Fairhope               AL               36532
               25.14   6000 Highway 63                                           Moss Point             MS               39563
               25.15   1060 Gibson Bay Drive                                     Richmond               KY               40475
               25.16   109 East Taylor Street                                    Lawrenceburg           TN               38464
                  26   4240 Dominion Boulevard                                   Glen Allen             VA               23060
                  27   100 Motor Parkway                                         Hauppauge              NY               11788
                  28   40930-41090 California Oaks Road                          Murrieta               CA               92562
                  29   25 Golfview Drive                                         Newark                 DE               19702
                  30   11228 Lone Eagle Drive                                    Bridgeton              MO               63044
                  31   899 Higura Street                                         San Luis Obispo        CA               93401
                  32   3750 University Avenue                                    Riverside              CA               92501
                  33   215 South Monroe Street                                   Tallahassee            FL               32301
                  34   594 Broadway                                              New York               NY               10012
                  35   1585 Round Swamp Road                                     Plainview              NY               11803
                  36   250 North Red Cliffs Drive                                St. George             UT               84790
                  37   1200 Wall Street West                                     Lyndhurst              NJ               07071
                  38   353 Lexington Avenue                                      New York               NY               10016
                  39   3300 Webster Street                                       Oakland                CA               94609
                  40   5601-5691 Coral Ridge Drive                               Coral Springs          FL               33076
                  41   8100, 8150, 8200, 8210, 8220 & 8260 South Quebec Street   Centennial             CO               80112
                  42   230 Barton Creek Drive                                    Charlotte              NC               28262
                  43   6470 Post Road                                            Dublin                 OH               43016
                  44   101 Shore Lake Drive                                      Greensboro             NC               27455
                  45   1200 Greenfield Place                                     O' Fallon              IL               62269
                  46   5403 & 5411 East Mill Plain Boulevard                     Vancouver              WA               98661
                  47   6120 Peachtree Dunwoody Road                              Atlanta                GA               30328
                  48   1300 East Main Street                                     Carbondale             IL               62901
                  49   1201 North Loop 1604                                      San Antonio            TX               78258
                  50   8000 Merriman                                             Romulus                MI               48174
                  51   7101 U.S. Highway 41 North                                Evansville             IN               47725
                  52   103 Centennial Boulevard                                  Highlands Ranch        CO               80129
                  53   15900 Yorktown Crossing                                   Houston                TX               77084
                  54   9550 Ash Street                                           Overland Park          KS               66207
                  55   3501 Executive Parkway                                    Toledo                 OH               43606
                  56   6110 South Yale Avenue                                    Tulsa                  OK               74136
                  57   2700 Ygnacio Valley Road                                  Walnut Creek           CA               94598
                  58   100 Caledon Court                                         Greenville             SC               29615
                  59   4311 Lincoln Boulevard                                    Los Angeles            CA               90292
                  60   Various                                                   Various                FL             Various
               60.01   600-730 State Road 60 West                                Lake Wales             FL               33853
               60.02   1389-1491 West U.S. Highway 90                            Lake City              FL               32055
               60.03   2100-2140 West Washington Street & 31-41 Coburn Avenue    Orlando                FL               32805
                  61   3740 Club Drive                                           Duluth                 GA               30096
                  62   4425 West Olive Avenue                                    Glendale               AZ               85302
                  63   3725 George Busbee Parkway NW                             Kennesaw               GA               30144
                  64   14951 Bellows Falls Lane                                  Humble                 TX               77396
                  65   7860 Vaughn Road                                          Montgomery             AL               36117
                  66   426-726 Southwest Mount Si Boulevard                      North Bend             WA               98045
                  67   402 West Grand Parkway                                    Katy                   TX               77494
                  68   155 First Avenue SW                                       Rochester              MN               55902
                  69   16901-15 Napa Street                                      Northridge             CA               91343
                  70   5415-5503 West Saginaw Highway                            Lansing                MI               48917
                  71   100 Charlotte Avenue                                      Carolina Beach         NC               28428
                  72   2400 Spring Rain Drive                                    Houston                TX               77379
                  73   2678 Montana Avenue                                       Cincinnati             OH               45238
                  74   8621 Clinton Street                                       New Hartford (Utica)   NY               13413
                  75   5839 Pierce Street                                        Arvada                 CO               80003
                  76   2400 South Ridgewood Avenue                               South Daytona          FL               32119
                  77   645 North Town East Boulevard                             Mesquite               TX               75150
                  78   4747 Sawmill Road                                         Columbus               OH               43220
                  79   6331 Haven Avenue                                         Rancho Cucamonga       CA               91737
                  80   10140-10180 Barnes Canyon Road                            San Diego              CA               92121
                  81   11312 US Highway 15 - 501 North                           Chapel Hill            NC               27517
                  82   5243 Riverside Drive                                      Macon                  GA               31210
                  83   4515 Fairview Avenue                                      Baltimore              MD               21216
                  84   31 West 71st Street                                       New York               NY               10023
                  85   3150 South Wadsworth Boulevard                            Lakewood               CO               80227
                  86   1818 Ranch Road 12                                        San Marcos             TX               78666
                  87   1003 17th Street North                                    Birmingham             AL               35203
                  88   5901 Old Hickory Boulevard                                Hermitage              TN               37076
                  89   30-90 25th Street Southeast                               Rochester              MN               55902
                  90   4370 Thomasson Drive                                      Naples                 FL               34112
                  91   1000 Twin Dolphin Drive                                   Redwood City           CA               94065
                  92   SWC of Watson Rd & Yuma Road                              Buckeye                AZ               85326
                  93   2250 South Highway 95                                     Bullhead City          AZ               86442
                  94   2300 McFarland Boulevard                                  Northport              AL               35404
                  95   201 North Harrison Street                                 Davenport              IA               52801
                  96   990 Spring Garden Street                                  Philadelphia           PA               19123
                  97   12450, 12500, 12600, & 12650 East Arapahoe Road           Centennial             CO               80112
                  98   7202 Franklin Avenue                                      Hollywood              CA               90046
                  99   385 Prospect Avenue                                       Hackensack             NJ               07601
                 100   2800-2900 Midvale Avenue                                  Philadelphia           PA               19129
                 101   213 SW Commerce Boulevard                                 Lake City              FL               32025
                 102   1919 East Sussex Way                                      Fresno                 CA               93720
                 103   1998 Prescott Lakes Parkway                               Prescott               AZ               86301
                 104   1500 North 51st Avenue                                    Phoenix                AZ               85043
                 105   1701-1753 NW Loop 281                                     Longview               TX               75604
                 106   3613 Seisholtzville Road                                  Hereford               PA               18056
                 107   18 Weather Hill Circle                                    Durham                 NC               27705
                 108   2375-2435 North Highway 93                                Kalispell              MT               59901
                 109   7235 Hamilton Avenue                                      Mount Healthy          OH               45231
                 110   1401 6th Street SE                                        Minneapolis            MN               55414
                 111   3904 Lori Drive                                           Erlanger               KY               41018
                 112   9524 East 71st Street                                     Tulsa                  OK               74133
                 113   1828-2038 North Saginaw Road                              Midland                MI               48640
                 114   5228 Forsyth Road                                         Macon                  GA               31210
                 115   11687-11693 Westheimer Road                               Houston                TX               77077
                 116   6251 Melody Lane                                          Dallas                 TX               75231
                 117   6350 Greene Street and 6347-51 Greene Street              Philadelphia           PA               19144
                 118   2600-2690 Martin Luther King Boulevard                    New Bern               NC               28562
                 119   1581-1589 Sulphur Spring Road                             Arbutus                MD               21227
                 120   3401 East University Drive                                Phoenix                AZ               85034
                 121   4300 Duck Creek Road                                      Cincinnati             OH               45227
                 122   Route 59 & Black Road                                     Shorewood              IL               60431
                 123   14020 North Black Canyon Highway                          Phoenix                AZ               85053
                 124   3422 East Elwood Street                                   Phoenix                AZ               85040
                 125   4748 St. Francis Avenue                                   Dallas                 TX               75227
                 126   9550 Baymeadows Road                                      Jacksonville           FL               32256
                 127   498 Mountain Village Road                                 Macungie               PA               18062
                 128   1941 Engel Road                                           Wisconsin Rapids       WI               54495
                 129   500 East Ogden Avenue                                     Hinsdale               IL               60521
                 130   4300 El Camino Real                                       Los Altos              CA               94022
                 131   4201 Victory Parkway                                      Cincinnati             OH               45229
                 132   239-259 West Johnson Street; 6439-6445 Greene Street      Philadelphia           PA        19144; 19119
                 133   812 West Williams Street                                  Apex                   NC               27502
                 134   727 Beekman Road                                          Beekman                NY               12533
                 135   3109 Chapel Creek                                         Dallas                 TX               75220
                 136   9161 Middlebrook Pike                                     Knoxville              TN               37923
                 137   1964 South Road                                           Poughkeepsie           NY               12601
                 138   8887 South Lewis Avenue                                   Tulsa                  OK               74137
                 139   4191 Hearthside Drive                                     Wilmington             NC               28412
                 140   3121-3157 North Garfield Avenue                           Loveland               CO               80538
                 141   2660 Southwest 37th Avenue                                Miami                  FL               33133
                 142   SEQ of Taylor Road and Atlanta Highway                    Montgomery             AL               36117
                 143   7777 Compton Lake Drive                                   Mount Healthy          OH               45231
                 144   12100 Park Boulevard                                      Seminole               FL               33772
                 145   Various                                                   Richmond               VA               23220
              145.01   110 North Boulevard                                       Richmond               VA               23220
              145.02   3224 Stuart Boulevard                                     Richmond               VA               23220
              145.03   3228 Stuart Boulevard                                     Richmond               VA               23220
              145.04   3408 Park Avenue                                          Richmond               VA               23220
              145.05   705 North Boulevard                                       Richmond               VA               23220
              145.06   2903 Monument Avenue                                      Richmond               VA               23220
                 146   15312, 15402, 15412, 15416 & 15426 East Sprague Avenue    Spokane Valley         WA               99037
                 147   400 Massachusetts Avenue NW                               Washington             DC               20001
                 148   3606 Concord Avenue                                       Schofield              WI               54476
                 149   7863 Girard Avenue                                        La Jolla               CA               92037
                 150   10143 West Chatfield Avenue                               Littleton              CO               80127
                 151   2 East Street Road                                        Feasterville           PA               19053
                 152   28901 Greenfield Road                                     Southfield             MI               48076
                 153   11235 Alpharetta Highway                                  Roswell                GA               30076
                 154   Various                                                   North Port             FL               34289
              154.01   1050 Corporate Avenue                                     North Port             FL               34289
              154.02   1001 Corporate Avenue                                     North Port             FL               34289
              154.03   2929 Commerce Parkway                                     North Port             FL               34289
                 155   2021 Pepperstone Place                                    Greensboro             NC               27406
                 156   10 Campus Boulevard                                       Newtown Square         PA               19073
                 157   20030 Ecorse Road                                         Taylor                 MI               48180
                 158   2928 Colonial Ridge Court                                 Cincinnati             OH               45212
                 159   7569 West 72nd Street                                     Arvada                 CO               80003
                 160   2620 Northcase Parkway SE                                 Wilmington             NC               28405
                 161   1000-12 Emery Road                                        Lawrence               KS               66044
                 162   946-A Marimich Court                                      Eldersburg             MD               21784
                 163   1622-1772 Sulphur Spring Road                             Arbutus                MD               21227
                 164   2060 Blowing Rock Road                                    Boone                  NC               28607
                 165   1549-1553 Platte Street                                   Denver                 CO               80202
                 166   2717-2779 South 6th Street                                Springfield            IL               62703
                 167   4545 West Esplanade Avenue                                Metairie               LA               70006
                 168   1029 Camino La Costa                                      Austin                 TX               78752
                 169   4001 Robin Place                                          West Linn              OR               97068
                 170   1144 Chorro Street                                        San Luis Obispo        CA               93401
                 171   600 Main Street                                           Mashpee                MA               02649
                 172   699 West Weatherbee Road                                  Fort Pierce            FL               34982
                 173   1611 N. Formosa Avenue                                    Hollywood              CA               90046
                 174   121-131 South 13th Street                                 Lincoln                NE               68508
                 175   2300 North Rose Avenue                                    Oxnard                 CA               93030
                 176   3424 New Hartford Road                                    Owensboro              KY               42303
                 177   4619-4685 American Way                                    Memphis                TN               38118
                 178   8225 Arevee Drive                                         New Port Richey        FL               34653
                 179   6715 Backlick Road                                        Springfield            VA               22150
                 180   9719-9779 West Coal Mine Avenue                           Littleton              CO               80123
                 181   3025 East Park Row                                        Arlington              TX               76010
                 182   532 Medford Street                                        Somerville             MA               02145
                 183   400 N 500 W                                               Moab                   UT               84532
                 184   5200 Habersham Street                                     Savannah               GA               31405
                 185   15200 Jog Road                                            Del Ray Beach          FL               33466
                 186   Various                                                   Memphis                TN               38016
              186.01   1010-1034 North Germantown Parkway                        Memphis                TN               38016
              186.02   1645 North Germantown Parkway                             Memphis                TN               38016
                 187   1001 Corridor Park Boulevard                              Knoxville              TN               37919
                 188   9500 SE Crain Highway & 9550 Fairhaven Avenue             Upper Marlboro         MD               20772
                 189   7900 Bailey Cove Road                                     Huntsville             AL               35802
                 190   601 West Will Rogers Boulevard                            Claremore              OK               74017
                 191   6134 White Horse Road                                     Greenville             SC               29611
                 192   1209 N. IH 35 North                                       Round Rock             TX               78664
                 193   49 N. Florissant Road                                     Ferguson               MO               63135
                 194   2101 South Queen Street                                   York                   PA               17403
                 195   1407 NW 65th Terrace                                      Kansas City            MO               64118
                 196   1400 Blairs Ferry Road                                    Hiawatha               IA               52233
                 197   9800 Monroe Road                                          Charlotte              NC               28270
                 198   1101-27 Indiana Street & 1100-24 Mississippi              Lawrence               KS               66044
                 199   1118 & 1202 Supermall Way SW                              Auburn                 WA               98001
                 200   409 West Genesee Avenue                                   Saginaw                MI               48602
                 201   17200 Mercantile Boulevard                                Noblesville            IN               46060
                 202   1570 E. Pierson Road                                      Flushing               MI               48433
                 203   1100 & 1140 West Alondra Boulevard                        Compton                CA               90220
                 204   10707 Frankstown Road                                     Pittsburgh             PA               15235
                 205   2485 West Glenford Road                                   Stevensville           MI               49127
                 206   2300 Baltimore Reynoldsburg Road                          Reynoldsburg           OH               43068
                 207   2511 & 2553 Kristen Lane South                            Fargo                  ND               58104
                 208   196 Patriots Point Road                                   Mt. Pleasant           SC               29464
                 209   3413, 3611 & 3617 Horizon Boulevard                       Trevose                PA               19053
                 210   710 Park Place                                            Mishawaka              IN               46545
                 211   4365 Mammoth Avenue                                       Sherman Oaks           CA               91423
                 212   68 West US Route 22 & State Route 3                       Maineville             OH               45039
                 213   1700 Laemle Avenue                                        Marshfield             WI               54449
                 214   1324-1360 Grove Park NE & 1370 Chestnut Street            Orangeburg             SC               29115
                 215   432 Craig Avenue                                          Greendale              IN               47025
                 216   115 West 3rd Street                                       Elk City               OK               73644
                 217   17830 Merridy Street                                      Northridge             CA               91325
                 218   2701 Olson Drive                                          Chippewa Falls         WI               54729
                 219   NEC of Rainbow Drive & Grand Avenue                       Rainbow City           AL               35906
                 220   328-348 East New York Avenue                              Deland                 FL               32724
                 221   1708 Fountain Court                                       Columbus               GA               31904
                 222   105 Wildwood Drive                                        Georgetown             TX               78628
                 223   1435 N Street NW                                          Washington             DC               20005
                 224   7141 Charlotte Pike                                       Nashville              TN               37209
                 225   1855 West Irving Park Road                                Schaumburg             IL               60193
                 226   6671-6745 West Ken Caryl Avenue                           Littleton              CO               80128
                 227   5360 Highland Road                                        Baton Rouge            LA               70808
                 228   340 Commerce Drive                                        Abingdon               VA               24211
                 229   5205-5285 West 95th Street                                Overland Park          KS               66207
                 230   1027 St. Clair River Drive                                Algonac                MI               48001
                 231   4210 Romaine Court                                        Cincinnati             OH               45209
                 232   185 North Lewis Street                                    New Iberia             LA               70563
                 233   73626 Highway 25                                          Covington              LA               70435
                 234   621 228th Avenue NE                                       Sammamish              WA               98074
                 235   1184 Highway 105                                          Boone                  NC               28607
                 236   7821 Gateway Lane                                         Concord                NC               28027
                 237   6120 Minton Road                                          Palm Bay               FL               32907
                 238   5514 Airline Drive                                        Houston                TX               77076
                 239   Various                                                   Various                FL             Various
              239.01   5602 West Waters Avenue                                   Tampa                  FL               33634
              239.02   6005 Cypress Gardens Boulevard                            Winter Haven           FL               33884
                 240   2107 El Dorado Parkway                                    McKinney               TX               75070
                 241   4805, 4811 & 4815 NW 79th Avenue                          Doral                  FL               33166
                 242   2969 Howland Boulevard                                    Deltona                FL               32725
                 243   2615 Lake Road                                            Dyersburg              TN               38024
                 244   9 North 9th Street                                        Yakima                 WA               98901
                 245   2755 Hollywood Avenue                                     Shreveport             LA               71108
                 246   340 West Washington Street                                Brainerd               MN               56401
                 247   1201 Hospital Drive                                       Hurricane              WV               25526
                 248   226 East Parkdale Avenue                                  Manistee               MI               49660
                 249   1165 Hillcrest Road                                       Cincinnati             OH               45224
                 250   1504 South 3rd Street                                     Jacksonville Beach     FL               32250
                 251   2700 X-Ray Drive                                          Gastonia               NC               28054
                 252   436 Highway 61 North                                      Natchez                MS               39120
                 253   7444 West Chatfield Avenue                                Littleton              CO               80123
                 254   4425 31st Avenue South                                    Fargo                  ND               58104
                 255   3754 Moss Street                                          Lafayette              LA               70501
                 256   300 Keyser Avenue                                         Natchitoches           LA               71457
                 257   465 Coors Boulevard NW                                    Albuquerque            NM               87121
                 258   814 Sheldon Road                                          Channelview            TX               77530
                 259   14727 Bothell Way NE                                      Shoreline              WA               98155
                 260   11 Sextant Lane                                           Narragansett           RI               02882
                 261   894 Higuera Street                                        San Luis Obispo        CA               93401
                 262   10365 - 10373 South State Street                          Sandy                  UT               84070
                 263   4825 East Platte Avenue                                   Colorado Springs       CO               80918
                 264   110 Beauregard Street                                     Mobile                 AL               36602
                 265   1360 North Louisiana Street                               Kennewick              WA               99336
                 266   1381 Howland Boulevard                                    Deltona                FL               32738
                 267   253 West Superstition Boulevard                           Apache Junction        AZ               85220
                 268   2979-2985 North Garfield Avenue                           Loveland               CO               80538
                 269   Various                                                   Various                IN             Various
              269.01   700 Waterbury Park Drive                                  Elkhart                IN               46517
              269.02   2910 Monroe                                               LaPorte                IN               46350
                 270   8808 Antoine                                              Houston                TX               77088
                 271   901 22nd Avenue South                                     St. Petersburg         FL               33705
                 272   4632 Natick Avenue                                        Sherman Oaks           CA               91403
                 273   3182 & 3196 Willow Creek Road                             Prescott               AZ               86301
                 274   970 Blowing Rock Boulevard                                Lenoir                 NC               28645
                 275   5891 U.S. Highway 49                                      Hattiesburg            MS               39402
                 276   2028 Stewart Road                                         Melbourne              FL               32935
                 277   5416-5434 East Arrowhead Parkway                          Sioux Falls            SD               57110
                 278   875 Wesley Street                                         Arlington              WA               98223
                 279   5435 South Davy Crockett Parkway                          Morristown             TN               37813
                 280   13030 Military Road South                                 Tukwila                WA               98168
                 281   3506 West Loop Street                                     El Campo               TX               77437
                 282   6504 West Little York Road                                Houston                TX               77040
                 283   1102 Supermall Way SW                                     Auburn                 WA               98001
                 284   3541 Murfreesboro Pike                                    Nashville              TN               30157
                 285   1650 Lingleville Road                                     Stephenville           TX               76401
                 286   US Route 14                                               Parkersburg            WV               26101
                 287   2560-2580 Brice Road                                      Reynoldsburg           OH               43068
                 288   7813-7833 Gall Boulevard                                  Zephyrhills            FL               33541
                 289   1475 & 1485 12th Avenue North                             St. Cloud              MN               56303
                 290   4420 S. US Highway 27                                     Clermont               FL               34711
                 291   6201 Nimtz Parkway                                        South Bend             IN               46628
                 292   4553 Willis Avenue                                        Sherman Oaks           CA               91403
                 293   2110 East Oklahoma Avenue                                 Milwaukee              WI               53207
                 294   3651 Massillion Road                                      Green                  OH               44232
                 295   8650-8686 NW 58th Street & 8651-8675 NW 56th Street       Doral                  FL               33166
                 296   2779 Cruse Road                                           Lawrenceville          GA               30044
                 297   2002 Summit Parkway                                       Prattville             AL               36066
                 298   4325 & 4327 State Highway 6                               Sugar Land             TX               77478
                 299   2810 Industrial Street                                    Wisconsin Rapids       WI               54495
                 300   8610 Louetta Road                                         Spring                 TX               77379
                 301   16925 Blackhawk Street                                    Granada Hills          CA               91344
                 302   4565 Hazeltine Avenue                                     Sherman Oaks           CA               91423
                 303   8706 North Navarro Street                                 Victoria               TX               77904
                 304   4423 Coldwater Canyon Avenue                              Studio City            CA               91604
                 305   550 State Road 60 West                                    Lake Wales             FL               33853

<CAPTION>
Mortgage Loan Number   County                 Cut-Off Date Loan Balance ($)   Monthly P&I Payments ($)
--------------------   --------------------   -----------------------------   ------------------------
<S>                    <C>                    <C>                             <C>

                   1   Various                               315,340,000.00               1,792,444.83
                1.01   Hays
                1.02   Mercer
                1.03   Manatee
                1.04   Fayette
                1.05   Kenosha
                1.06   Kane
                1.07   Harrison
                1.08   Collier
                1.09   Wilson
                1.10   Miami-Dade
                   2   New York                              250,000,000.00               1,447,834.09
                   3   New York                              205,000,000.00                         IO
                   4   Cook                                  162,500,000.00                 916,549.15
                   5   Jefferson                             132,319,524.04                 774,075.96
                   6   Hamilton                              115,000,000.00                         IO
                   7   Jackson                                73,500,000.00                 469,973.72
                   8   Alameda                                60,000,000.00                 333,928.38
                   9   Dallas                                 59,864,448.78                 349,381.77
                  10   Cook                                   54,000,000.00                 331,929.81
                  11   Various                                53,874,969.71                 309,321.97
               11.01   Skagit
               11.02   Winnebago
               11.03   Steuben
                  12   Los Angeles                            51,000,000.00                         IO
                  13   Dallas                                 47,000,000.00                 274,876.68
                  14   Johnson                                46,480,000.00                 263,325.38
               14.01   Johnson
               14.02   Johnson
                  15   henderson                              45,850,000.00                 262,059.89
                  16   Carroll                                45,000,000.00                 257,484.90
                  17   Placer                                 44,500,000.00                 257,996.26
                  18   Pinellas                               43,000,000.00                 249,844.75
                  19   Delaware                               39,909,484.42                 232,667.39
                  20   Santa Clara                            39,500,000.00                 221,558.16
                  21   Maricopa                               37,600,000.00                         IO
                  22   Maricopa                               35,000,000.00                 201,811.33
                  23   Bergen                                 33,423,569.94                 193,797.74
                  24   Middlesex                              32,574,000.00                         IO
                  25   Various                                32,183,065.74                      Steps
               25.01   Mobile
               25.02   Pulaski
               25.03   Wake
               25.04   Shelby
               25.05   Jefferson
               25.06   Shelby
               25.07   Franklin
               25.08   Lowndes
               25.09   Hardin
               25.10   Pitt
               25.11   Shelby
               25.12   Vance
               25.13   Baldwin
               25.14   Jackson
               25.15   Madison
               25.16   Lawrence
                  26   Henrico                                31,428,132.93                 182,227.72
                  27   Suffolk                                31,150,000.00                 182,773.57
                  28   Riverside                              27,100,000.00                 157,116.82
                  29   New Castle                             26,700,000.00                 147,107.81
                  30   Saint Louis                            26,439,935.15                 153,974.09
                  31   San Luis Obispo                        25,000,000.00                         IO
                  32   Riverside                              24,225,000.00                 139,376.30
                  33   Leon                                   24,000,000.00                 137,930.33
                  34   New York                               24,000,000.00                         IO
                  35   Suffolk & Nassau                       23,626,115.19                 150,677.65
                  36   Washington                             23,100,000.00                 130,956.43
                  37   Bergen                                 22,000,000.00                 125,466.26
                  38   New York                               22,000,000.00                 123,674.14
                  39   Alameda                                21,000,000.00                 125,096.68
                  40   Broward                                21,000,000.00                 118,840.72
                  41   Arapahoe                               21,000,000.00                 121,219.52
                  42   Mecklenburg                            20,500,000.00                 115,241.81
                  43   Franklin                               20,358,000.00                 115,462.79
                  44   Guilford                               20,293,000.00                 116,242.05
                  45   Saint Clair                            20,250,000.00                 118,946.48
                  46   Clark                                  20,229,625.94                 111,846.02
                  47   Fulton                                 20,000,000.00                 122,936.97
                  48   Jackson                                19,925,000.00                 107,938.01
                  49   Bexar                                  19,807,821.72                 134,320.49
                  50   Wayne                                  19,455,873.66                 113,425.35
                  51   Vanderburgh                            19,455,510.86                 112,807.64
                  52   Douglas                                19,250,000.00                 112,704.91
                  53   Harris                                 17,889,015.00                         IO
                  54   Johnson                                17,730,000.00                 108,360.75
                  55   Lucas                                  17,628,000.00                  99,979.27
                  56   Tulsa                                  17,400,000.00                 105,298.18
                  57   Contra Costa                           17,000,000.00                 102,909.33
                  58   Greenville                             17,000,000.00                  97,700.65
                  59   Los Angeles                            17,000,000.00                  96,844.35
                  60   Various                                16,796,227.49                  96,209.81
               60.01   Polk
               60.02   Columbia
               60.03   Orange
                  61   Gwinnett                               16,500,000.00                  93,168.22
                  62   Maricopa                               15,500,000.00                  90,060.32
                  63   Cobb                                   15,500,000.00                  87,521.67
                  64   Harris                                 15,463,993.90                  88,591.68
                  65   Montgomery                             14,327,344.88                  83,254.52
                  66   King County                            14,303,492.85                  82,289.87
                  67   Harris                                 14,137,654.88                  86,235.58
                  68   Olmsted                                13,968,474.79                  81,700.20
                  69   Los Angeles                            13,860,000.00                  78,087.92
                  70   Eaton                                  13,500,000.00                  74,714.82
                  71   New Hanover                            13,357,768.27                  84,543.36
                  72   Harris                                 13,150,000.00                  74,499.33
                  73   Hamilton                               13,040,000.00                  71,845.91
                  74   Oneida                                 12,987,015.00                         IO
                  75   Jefferson                              12,613,000.00                  73,205.91
                  76   Volusia                                12,461,285.34                  73,583.11
                  77   Dallas                                 12,285,000.00                         IO
                  78   Franklin County                        12,154,118.00                         IO
                  79   San Bernardino                         11,900,000.00                  70,354.97
                  80   San Diego                              11,800,000.00                  68,861.60
                  81   Chatham                                11,700,000.00                         IO
                  82   Bibb                                   11,500,000.00                  65,874.12
                  83   Baltimore City                         11,500,000.00                  67,769.82
                  84   New York                               11,449,463.82                  73,603.36
                  85   Jefferson                              11,440,000.00                         IO
                  86   Hays                                   11,300,000.00                  64,870.92
                  87   Jefferson                              11,280,000.00                  62,340.46
                  88   Davidson                               11,100,000.00                  62,954.95
                  89   Olmsted                                11,000,000.00                         IO
                  90   Collier                                11,000,000.00                         IO
                  91   San Mateo                              11,000,000.00                  66,592.65
                  92   Maricopa                               10,800,000.00                  58,970.83
                  93   Mohave                                 10,750,000.00                  63,075.92
                  94   Tuscaloosa                             10,690,800.00                         IO
                  95   Scott                                  10,665,387.43                  61,426.45
                  96   Philadelphia                           10,535,105.04                  59,759.90
                  97   Arapahoe                               10,500,000.00                  59,815.63
                  98   Los Angeles                            10,474,630.63                  58,437.47
                  99   Bergen                                 10,300,000.00                  59,781.24
                 100   Philadelphia                           10,266,681.35                  59,130.14
                 101   Columbia                               10,155,586.64                  65,656.41
                 102   Fresno                                  9,977,371.11                  58,166.85
                 103   Yavapai                                 9,976,540.80                  56,778.90
                 104   Maricopa                                9,969,538.19                  64,613.65
                 105   Gregg                                   9,900,000.00                  55,406.30
                 106   Berks                                   9,737,769.05                  56,523.44
                 107   Durham                                  9,700,000.00                  55,746.84
                 108   Flathead                                9,645,224.00                         IO
                 109   Hamilton                                9,642,000.00                  53,124.10
                 110   Hennepin                                9,350,000.00                  52,444.78
                 111   Kenton                                  9,144,000.00                  50,380.29
                 112   Tulsa                                   8,970,000.00                  50,874.41
                 113   Midland                                 8,800,997.41                  52,993.82
                 114   Bibb                                    8,580,539.15                  50,023.49
                 115   Harris County                           8,550,000.00                         IO
                 116   Dallas                                  8,509,000.00                  46,881.66
                 117   Philadelphia                            8,380,326.53                  47,746.99
                 118   Craven                                  8,282,929.51                  46,927.32
                 119   Baltimore                               8,222,652.84                  46,687.43
                 120   Maricopa                                8,200,000.00                  52,983.19
                 121   Hamilton                                8,183,000.00                  45,085.51
                 122   Will                                    8,163,566.36                  46,468.05
                 123   Maricopa                                8,114,493.44                  46,582.07
                 124   Maricopa                                8,050,000.00                  52,013.99
                 125   Dallas                                  8,000,000.00                  45,423.12
                 126   Duval                                   7,975,128.42                  46,991.20
                 127   Berks                                   7,901,960.13                  45,867.38
                 128   Wood                                    7,891,852.44                  45,297.59
                 129   Cook                                    7,469,000.00                         IO
                 130   Santa Clara                             7,400,000.00                  41,230.51
                 131   Hamilton                                7,380,000.00                  40,661.26
                 132   Philadelphia                            7,366,139.66                  42,471.05
                 133   Wake                                    7,350,000.00                  43,032.78
                 134   Dutchess                                7,348,880.00                         IO
                 135   Dallas                                  7,208,161.43                  41,204.26
                 136   Knox                                    7,160,000.00                  40,833.57
                 137   Dutchess                                6,984,493.32                  41,295.87
                 138   Tulsa                                   6,864,000.00                  38,929.98
                 139   New Hanover                             6,634,191.95                  38,963.70
                 140   Larimer                                 6,609,710.81                  38,032.73
                 141   Miami - Dade                            6,600,000.00                  36,937.53
                 142   Montgomery                              6,484,900.67                  37,151.35
                 143   Hamilton                                6,480,000.00                  35,702.57
                 144   Pinellas                                6,400,000.00                  36,258.23
                 145   Richmond City                           6,285,743.80                  36,645.11
              145.01   Richmond City
              145.02   Richmond City
              145.03   Richmond City
              145.04   Richmond City
              145.05   Richmond City
              145.06   Richmond City
                 146   Spokane                                 6,131,417.64                  36,714.35
                 147   District of Columbia                    6,063,949.96                  37,962.43
                 148   Marathon                                6,009,903.26                  34,495.59
                 149   San Diego                               6,000,000.00                  34,520.45
                 150   Jefferson                               5,992,000.00                  34,247.83
                 151   Bucks                                   5,978,462.95                  34,891.59
                 152   Oakland                                 5,975,469.73                  34,874.12
                 153   Fulton                                  5,880,000.00                  34,314.08
                 154   Sarasota                                5,821,889.61                  33,321.90
              154.01   Sarasota
              154.02   Sarasota
              154.03   sarasota
                 155   Guilford                                5,720,000.00                  32,765.22
                 156   Delaware                                5,700,000.00                         IO
                 157   Wayne                                   5,694,106.82                  33,232.03
                 158   Hamilton                                5,600,000.00                  30,854.07
                 159   Jefferson                               5,550,000.00                  32,212.22
                 160   New Hanover                             5,550,000.00                  32,141.92
                 161   Douglas                                 5,500,000.00                  31,887.18
                 162   Carroll                                 5,482,474.88                  31,852.35
                 163   Baltimore                               5,481,768.56                  31,124.95
                 164   Watauga                                 5,464,946.09                  34,113.50
                 165   Denver                                  5,458,042.99                  32,229.40
                 166   Sangamon                                5,400,000.00                  30,255.28
                 167   Jefferson                               5,400,000.00                         IO
                 168   Travis                                  5,390,700.00                  29,869.50
                 169   Clackamas                               5,345,000.00                  30,482.60
                 170   San Luis Obispo                         5,317,769.55                  31,210.70
                 171   Barnstable                              5,225,000.00                  30,325.92
                 172   Saint Lucie                             5,200,000.00                  30,312.76
                 173   Los Angeles                             5,187,436.12                  28,940.46
                 174   Lancaster                               5,175,321.30                  28,233.39
                 175   Ventura                                 5,150,000.00                  29,112.02
                 176   Daviess                                 5,120,000.00                  30,074.37
                 177   Shelby                                  5,100,000.00                  29,503.54
                 178   Pasco                                   5,100,000.00                  29,859.48
                 179   Fairfax                                 5,077,138.89                  32,238.70
                 180   Jefferson                               5,048,000.00                  28,852.31
                 181   Tarrant                                 5,038,230.48                  28,800.21
                 182   Middlesex                               5,013,790.05                  28,939.64
                 183   Grand                                   5,000,000.00                  29,210.41
                 184   Chatham                                 5,000,000.00                  30,159.78
                 185   Palm Beach                              4,984,217.90                  29,115.15
                 186   Shelby                                  4,920,000.00                  28,400.00
              186.01   Shelby
              186.02   Shelby
                 187   Knox                                    4,864,861.00                         IO
                 188   Prince George's                         4,802,819.27                  26,110.98
                 189   Madison                                 4,800,000.00                  27,616.36
                 190   Rogers                                  4,708,529.16                  27,809.20
                 191   Greenville                              4,600,000.00                  26,320.68
                 192   Williamson                              4,591,704.62                  29,189.60
                 193   St Louis                                4,468,779.18                  30,549.89
                 194   York                                    4,410,095.80                  25,878.22
                 195   Clay                                    4,393,891.99                  25,204.01
                 196   Linn                                    4,381,222.95                  25,454.03
                 197   Mecklenburg                             4,344,031.31                  25,219.86
                 198   Douglas                                 4,300,000.00                  24,929.98
                 199   King                                    4,300,000.00                  24,226.41
                 200   Saginaw                                 4,281,305.83                  24,986.62
                 201   Hamilton                                4,279,121.00                         IO
                 202   Genesee                                 4,234,412.01                  24,712.94
                 203   Los Angeles                             4,160,000.00                         IO
                 204   Allegheny                               4,136,676.31                  23,929.06
                 205   Berrien                                 4,104,705.70                  23,955.94
                 206   Fairfield                               4,100,790.44                  24,063.23
                 207   Cass                                    4,100,000.00                  24,835.95
                 208   Charleston                              4,087,007.86                  25,768.59
                 209   Bucks                                   4,082,959.38                  24,082.99
                 210   St. Joseph                              4,022,866.67                  22,713.92
                 211   Los Angeles                             3,994,447.26                  22,912.74
                 212   Warren                                  3,978,284.42                  22,561.21
                 213   Wood                                    3,931,005.90                  22,563.16
                 214   Orangeburg                              3,788,000.00                  20,870.58
                 215   Dearborn                                3,787,332.72                  21,433.15
                 216   Beckham                                 3,705,609.38                  21,626.73
                 217   Los Angeles                             3,694,863.72                  21,194.28
                 218   Chippewa                                3,553,024.57                  20,393.62
                 219   Etowah                                  3,536,136.33                  20,884.89
                 220   Volusia                                 3,534,475.85                  20,245.69
                 221   Muscogee                                3,523,083.10                  19,806.00
                 222   Williamson                              3,510,000.00                  19,775.51
                 223   District of Columbia                    3,495,125.78                  19,982.55
                 224   Davidson                                3,485,000.00                  19,831.20
                 225   Cook                                    3,483,723.77                  19,240.51
                 226   Jefferson                               3,480,000.00                  19,780.90
                 227   East Baton Rouge                        3,468,018.83                  20,258.32
                 228   Washington                              3,374,361.15                  22,884.22
                 229   Johnson                                 3,367,474.46                  19,824.41
                 230   St. Clair                               3,367,147.11                  19,268.89
                 231   Hamilton                                3,360,000.00                  18,512.44
                 232   Iberia                                  3,339,275.78                  19,214.42
                 233   Saint Tammany                           3,267,503.59                  18,904.47
                 234   King                                    3,185,768.73                  18,068.99
                 235   Watauga                                 3,100,000.00                  19,315.40
                 236   Cabarrus                                3,090,109.66                  19,390.06
                 237   Brevard                                 3,065,000.00                  17,537.58
                 238   Harris                                  2,993,244.59                  17,507.19
                 239   Various                                 2,989,848.80                  16,771.09
              239.01   Hillsborough
              239.02   Polk
                 240   Collin                                  2,986,457.55                  16,789.79
                 241   Miami-Dade                              2,950,568.29                  17,142.36
                 242   Volusia                                 2,950,000.00                  16,786.81
                 243   Dyer                                    2,928,423.35                  17,183.84
                 244   Yakima                                  2,907,868.36                  22,857.01
                 245   Caddo                                   2,887,222.95                  16,465.88
                 246   Crow Wing                               2,814,000.00                         IO
                 247   Putman                                  2,800,000.00                  15,845.43
                 248   Manistee                                2,760,970.16                  23,896.45
                 249   Hamilton                                2,735,000.00                  15,068.91
                 250   Duval                                   2,691,331.59                  15,568.30
                 251   Gaston                                  2,640,949.06                  14,732.03
                 252   Adams                                   2,589,132.29                  15,222.48
                 253   Jefferson                               2,580,000.00                  14,665.15
                 254   Cass                                    2,569,248.88                  15,108.89
                 255   Lafayette                               2,538,765.00                  14,478.62
                 256   Natchitoches                            2,511,000.00                         IO
                 257   Bernalillo                              2,496,495.96                  14,179.04
                 258   Harris                                  2,488,985.28                  14,194.73
                 259   King                                    2,482,125.65                  14,483.54
                 260   Washington                              2,475,000.00                  14,364.91
                 261   San Luis Obispo                         2,450,000.00                  14,204.29
                 262   Salt Lake                               2,438,669.82                  13,513.82
                 263   El Paso                                 2,396,686.00                  13,823.33
                 264   Mobile                                  2,391,065.74                  15,005.63
                 265   Benton                                  2,369,938.56                  13,843.71
                 266   Volusia                                 2,300,000.00                  13,088.02
                 267   Pinal                                   2,294,812.37                  13,407.57
                 268   Larimer                                 2,294,726.71                  13,261.89
                 269   Various                                 2,277,469.62                  12,859.06
              269.01   Elkhart
              269.02   LaPorte
                 270   Harris                                  2,247,003.11                  13,271.10
                 271   Pinellas                                2,229,602.52                  12,327.77
                 272   Los Angeles                             2,147,015.40                  12,315.60
                 273   Yavapai                                 2,113,321.05                  12,358.28
                 274   Caldwell                                2,043,495.09                  12,871.92
                 275   Forrest                                 2,000,000.00                  11,773.30
                 276   Brevard                                 2,000,000.00                  11,671.46
                 277   Minnehaha                               1,993,518.17                  11,468.97
                 278   Snohomish                               1,991,335.65                  11,468.97
                 279   Hamblen                                 1,991,048.50                  12,654.75
                 280   King                                    1,978,792.38                  11,322.24
                 281   Wharton                                 1,947,460.18                  11,943.15
                 282   Harris                                  1,933,547.76                  11,311.35
                 283   King                                    1,900,000.00                  10,704.69
                 284   Davidson                                1,845,895.09                  10,902.10
                 285   Erath                                   1,844,345.94                  10,973.03
                 286   Wood                                    1,793,000.00                         IO
                 287   Franklin                                1,750,000.00                  10,514.65
                 288   Pasco                                   1,742,356.67                  11,243.20
                 289   Stearns                                 1,721,166.18                  10,154.47
                 290   Lake                                    1,694,921.89                  10,214.23
                 291   St. Joseph                              1,655,889.49                   9,349.49
                 292   Los Angeles                             1,647,709.50                   9,451.50
                 293   Milwaukee                               1,582,994.62                   9,027.85
                 294   Summit                                  1,557,912.17                   9,282.90
                 295   Miami-Dade                              1,523,592.69                   8,948.11
                 296   Gwinnett                                1,506,097.61                   9,561.36
                 297   Autauga                                 1,450,000.00                   8,544.89
                 298   Fort Bend                               1,144,930.89                   7,346.33
                 299   Wood                                    1,094,156.50                   6,280.23
                 300   Harris                                  1,052,689.54                   6,271.10
                 301   Los Angeles                               998,611.82                   5,728.18
                 302   Los Angeles                               998,611.82                   5,728.18
                 303   Victoria                                  996,685.20                   5,659.08
                 304   Los Angeles                               699,028.27                   4,009.73
                 305   Polk                                      577,463.66                   3,307.75

<CAPTION>
Mortgage Loan Number                        Grace Days   Mortgage Rate (%)    Number of Units   Unit of Measure
--------------------   -------------------------------   -----------------    ---------------   ---------------
<S>                    <C>                               <C>                  <C>               <C>

                   1                                                5.5100%         3,492,882   Sq. Ft.
                1.01                                                                  640,974   Sq. Ft.
                1.02                                                                  532,290   Sq. Ft.
                1.03                                                                  476,534   Sq. Ft.
                1.04                                                                  409,923   Sq. Ft.
                1.05                                                                  270,324   Sq. Ft.
                1.06                                                                  279,387   Sq. Ft.
                1.07                                                                  302,799   Sq. Ft.
                1.08                                                                  145,962   Sq. Ft.
                1.09                                                                  226,816   Sq. Ft.
                1.10                                                                  207,873   Sq. Ft.
                   2                                                5.6800%           618,122   Sq. Ft.
                   3                                                5.8115%           669,513   Sq. Ft.
                   4          5 default (after notice)              5.4400%         1,472,460   Sq. Ft.
                   5                                                5.7600%           813,357   Sq. Ft.
                   6                                 5              5.0800%           499,029   Sq. Ft.
                   7                                                5.9200%               366   Rooms
                   8                                                5.3200%           296,537   Sq. Ft.
                   9                                                5.7300%               364   Rooms
                  10                                                5.5100%               345   Rooms
                  11                                                5.5800%           673,547   Sq. Ft.
               11.01                                                                  174,055   Sq. Ft.
               11.02                                                                  270,567   Sq. Ft.
               11.03                                                                  228,925   Sq. Ft.
                  12                                                5.7700%           252,510   Sq. Ft.
                  13                                                5.7700%           376,862   Sq. Ft.
                  14                                                5.4800%               918   Units
               14.01                                                                      548   Units
               14.02                                                                      370   Units
                  15                                                5.5600%           278,505   Sq. Ft.
                  16                                                5.5700%           444,110   Sq. Ft.
                  17                                                5.6900%           286,775   Sq. Ft.
                  18                                                5.7100%               946   Pads
                  19                                                5.7200%               349   Rooms
                  20                                                5.3900%           165,390   Sq. Ft.
                  21                                                6.1000%               435   Units
                  22                                                5.6400%           272,728   Sq. Ft.
                  23                                                5.6700%               245   Rooms
                  24                                                5.4600%           239,903   Sq. Ft.
                  25                                                5.6800%           236,003   Sq. Ft.
               25.01                                                                   50,816   Sq. Ft.
               25.02                                                                   23,495   Sq. Ft.
               25.03                                                                   15,960   Sq. Ft.
               25.04                                                                   21,250   Sq. Ft.
               25.05                                                                   16,544   Sq. Ft.
               25.06                                                                   12,545   Sq. Ft.
               25.07                                                                   13,775   Sq. Ft.
               25.08                                                                   10,800   Sq. Ft.
               25.09                                                                   12,215   Sq. Ft.
               25.10                                                                   10,205   Sq. Ft.
               25.11                                                                   11,123   Sq. Ft.
               25.12                                                                    8,668   Sq. Ft.
               25.13                                                                    7,587   Sq. Ft.
               25.14                                                                    7,100   Sq. Ft.
               25.15                                                                    6,928   Sq. Ft.
               25.16                                                                    6,992   Sq. Ft.
                  26                                                5.6700%               242   Rooms
                  27                                                5.8000%           191,818   Sq. Ft.
                  28                                                5.6900%           170,005   Sq. Ft.
                  29                                                5.2300%               744   Units
                  30                                                5.7100%               351   Rooms
                  31                                                5.7100%            80,716   Sq. Ft.
                  32                                                5.6200%           125,020   Sq. Ft.
                  33                                                5.6100%           171,695   Sq. Ft.
                  34                                                5.2200%           216,363   Sq. Ft.
                  35                                                5.8600%               147   Rooms
                  36                                                5.4860%           122,667   Sq. Ft.
                  37                                                5.5400%           187,951   Sq. Ft.
                  38                                                5.4100%            78,000   Sq. Ft.
                  39                                                5.9400%           101,284   Sq. Ft.
                  40                                                5.4700%           123,044   Sq. Ft.
                  41                                                5.6500%           166,372   Sq. Ft.
                  42                                                5.4100%               300   Units
                  43                                                5.4900%               134   Units
                  44                                                5.5800%               240   Units
                  45                                                5.8100%               240   Units
                  46                                                5.2300%           172,418   Sq. Ft.
                  47                                                5.5100%               224   Rooms
                  48                                                5.0800%           160,979   Sq. Ft.
                  49                                                5.2400%           107,575   Sq. Ft.
                  50                                                5.7200%               359   Rooms
                  51                                                5.6700%               199   Rooms
                  52                                                5.7800%           109,260   Sq. Ft.
                  53                                                4.8600%            76,172   Sq. Ft.
                  54                                                6.1800%               166   Units
                  55                                                5.4900%               204   Units
                  56                                                5.3500%               370   Rooms
                  57                                                6.0900%           104,606   Sq. Ft.
                  58                                                5.6100%               350   Units
                  59                                                5.5300%            50,000   Sq. Ft.
                  60                                                5.5400%           248,628   Sq. Ft.
               60.01                                                                  104,460   Sq. Ft.
               60.02                                                                   98,410   Sq. Ft.
               60.03                                                                   45,758   Sq. Ft.
                  61                                                5.4500%               264   Units
                  62                                                5.7100%           209,174   Sq. Ft.
                  63                                                5.4500%               300   Units
                  64                                                5.5600%               252   Units
                  65                                                5.6900%           117,504   Sq. Ft.
                  66                                                5.5900%            87,872   Sq. Ft.
                  67                                                5.3500%            93,314   Sq. Ft.
                  68                                                5.7500%            91,974   Sq. Ft.
                  69                                                5.4300%               150   Units
                  70                                                5.2700%           111,865   Sq. Ft.
                  71                                                5.7800%               144   Rooms
                  72                                                5.4800%               232   Units
                  73                                                5.2300%               319   Units
                  74                                                5.1000%           163,529   Sq. Ft.
                  75                                                5.7000%               264   Units
                  76                                                5.8300%           282,785   Sq. Ft.
                  77                                                5.5800%               224   Units
                  78                                                4.7400%           116,129   Sq. Ft.
                  79                                                5.8700%            45,634   Sq. Ft.
                  80                                                5.7500%            63,363   Sq. Ft.
                  81                                                5.4400%            95,933   Sq. Ft.
                  82                                                5.5800%               184   Units
                  83                                                5.8400%               190   Units
                  84                                                5.9300%                96   Rooms
                  85                                                5.0600%            88,248   Sq. Ft.
                  86                                                5.6000%               188   Units
                  87                                                5.2300%            35,616   Sq. Ft.
                  88                                                5.4900%               184   Units
                  89                                                5.4500%           140,739   Sq. Ft.
                  90   2 default (once a year), 0 late              5.6500%            72,197   Sq. Ft.
                  91                                                5.7000%                95   Rooms
                  92                                                5.1500%            48,171   Sq. Ft.
                  93                                                5.8000%           180,291   Sq. Ft.
                  94                                                5.1700%           148,749   Sq. Ft.
                  95                                                5.6000%            88,778   Sq. Ft.
                  96                                                5.4700%           156,758   Sq. Ft.
                  97                                                5.5300%           180,243   Sq. Ft.
                  98                                                5.3200%               116   Units
                  99                                 5              5.7000%            71,318   Sq. Ft.
                 100                                                5.6000%               121   Units
                 101                                                5.9900%               127   Rooms
                 102                                                5.7200%               232   Units
                 103                                                5.5000%               150   Units
                 104                                                6.0300%               144   Rooms
                 105                                                5.3700%           156,657   Sq. Ft.
                 106                                                5.6800%               360   Pads
                 107                                                5.6100%               200   Units
                 108                                                4.4400%           106,521   Sq. Ft.
                 109                                                5.2300%               264   Units
                 110                                                5.3900%                68   Units
                 111                                                5.2300%               246   Units
                 112                                                5.4900%               150   Units
                 113                                                6.0200%           136,581   Sq. Ft.
                 114                                                5.7200%                73   Units
                 115                                                4.7900%            59,908   Sq. Ft.
                 116                                                5.2300%               584   Units
                 117                                                5.5100%               162   Units
                 118                                                5.4400%           178,398   Sq. Ft.
                 119                                                5.4700%           226,528   Sq. Ft.
                 120                                                6.0300%               114   Rooms
                 121                                                5.2300%               263   Units
                 122                                                5.5100%            55,709   Sq. Ft.
                 123                                                5.5600%               203   Units
                 124                                                6.0300%                93   Rooms
                 125                                                5.5000%               240   Units
                 126                                                5.8100%            73,900   Sq. Ft.
                 127                                                5.6800%               279   Pads
                 128                                                5.5500%           472,500   Sq. Ft.
                 129                                                4.6900%            48,835   Sq. Ft.
                 130                                                5.3300%            24,233   Sq. Ft.
                 131                                                5.2300%               150   Units
                 132                                                5.6100%               146   Units
                 133                                                5.7800%            51,326   Sq. Ft.
                 134                                                4.8100%            66,415   Sq. Ft.
                 135                                                5.5400%               302   Units
                 136                                                5.5400%            70,224   Sq. Ft.
                 137                                                5.8500%               160   Units
                 138                                                5.4900%               133   Units
                 139                                                5.7800%               156   Units
                 140                                                5.6000%           108,904   Sq. Ft.
                 141                                                5.3700%                92   Units
                 142                                                5.5600%            54,547   Sq. Ft.
                 143                                                5.2300%               163   Units
                 144                                                5.4800%               208   Units
                 145                                                5.7200%                74   Units
              145.01                                                                       19   Units
              145.02                                                                       12   Units
              145.03                                                                       12   Units
              145.04                                                                       12   Units
              145.05                                                                       12   Units
              145.06                                                                        7   Units
                 146                                                5.9600%           102,219   Sq. Ft.
                 147                                                5.4700%            12,933   Sq. Ft.
                 148                                                5.5500%           281,250   Sq. Ft.
                 149                                                5.6200%            36,657   Sq. Ft.
                 150                                                5.5600%            47,606   Sq. Ft.
                 151                                                5.7300%            14,820   Sq. Ft.
                 152                                                5.7300%            14,490   Sq. Ft.
                 153                                                5.7500%            62,085   Sq. Ft.
                 154                                                5.5600%            86,200   Sq. Ft.
              154.01                                                                   35,200   Sq. Ft.
              154.02                                                                   36,000   Sq. Ft.
              154.03                                                                   15,000   Sq. Ft.
                 155                                                5.5800%               108   Units
                 156                                                5.5800%            44,000   Sq. Ft.
                 157                                                5.7300%            14,490   Sq. Ft.
                 158                                                5.2300%               142   Units
                 159                                                5.7000%               108   Units
                 160                                                5.6800%               104   Units
                 161                                                5.6900%               115   Units
                 162                                                5.6800%               136   Units
                 163                                                5.4700%           166,769   Sq. Ft.
                 164                                                5.6500%               100   Rooms
                 165                                                5.8300%            43,592   Sq. Ft.
                 166                                                5.3800%            94,041   Sq. Ft.
                 167                                                5.0500%            13,570   Sq. Ft.
                 168                                                5.2300%            23,311   Sq. Ft.
                 169                                                5.5400%                98   Units
                 170                                                5.7900%            24,694   Sq. Ft.
                 171                                                5.7000%            63,560   Sq. Ft.
                 172                                                5.7400%                77   Units
                 173                                                5.3200%                62   Units
                 174                                                5.1000%           200,600   Sq. Ft.
                 175                                                5.4600%            48,168   Sq. Ft.
                 176                                                5.8100%               172   Units
                 177                                                5.6700%           104,365   Sq. Ft.
                 178                                                5.7800%               406   Pads
                 179                                                5.8000%            32,150   Sq. Ft.
                 180                                                5.5600%            44,000   Sq. Ft.
                 181                                                5.5400%               200   Units
                 182                                                5.6200%            12,975   Sq. Ft.
                 183                                                5.7600%               235   Pads
                 184                                                5.8100%                63   Beds
                 185                                                5.7300%            46,621   Sq. Ft.
                 186                                                5.6500%            25,450   Sq. Ft.
              186.01                                                                   18,950   Sq. Ft.
              186.02                                                                    6,500   Sq. Ft.
                 187                                                4.7000%            50,760   Sq. Ft.
                 188                                                5.0800%            77,012   Sq. Ft.
                 189                                                5.6200%            58,829   Sq. Ft.
                 190                                                5.8400%            14,490   Sq. Ft.
                 191                                                5.5700%            33,620   Sq. Ft.
                 192                                                5.8400%                97   Rooms
                 193                                                6.0800%            65,137   Sq. Ft.
                 194                                                5.7800%            14,550   Sq. Ft.
                 195                                                5.5800%               117   Units
                 196                                                5.6700%               153   Units
                 197                                                5.6900%            14,490   Sq. Ft.
                 198                                                5.6900%               102   Units
                 199                                                5.4300%            18,940   Sq. Ft.
                 200                                                5.7300%            15,120   Sq. Ft.
                 201                                                5.0200%            51,091   Sq. Ft.
                 202                                                5.7300%            15,120   Sq. Ft.
                 203                                                5.4400%                96   Pads
                 204                                                5.6400%            14,550   Sq. Ft.
                 205                                                5.7300%            15,120   Sq. Ft.
                 206                                                5.7800%            14,820   Sq. Ft.
                 207                                                5.3600%            24,370   Sq. Ft.
                 208                                                5.7400%               103   Rooms
                 209                                                5.8100%            18,829   Sq. Ft.
                 210                                                5.4000%            28,205   Sq. Ft.
                 211                                                5.5800%                24   Units
                 212                                                5.4400%            14,820   Sq. Ft.
                 213                                                5.5500%           148,455   Sq. Ft.
                 214                                                5.2300%           106,557   Sq. Ft.
                 215                                                5.4400%            14,820   Sq. Ft.
                 216                                                5.7300%            14,550   Sq. Ft.
                 217                                                5.5800%                43   Units
                 218                                                5.5500%           125,000   Sq. Ft.
                 219                                                5.8400%            14,560   Sq. Ft.
                 220                                                5.5400%            84,096   Sq. Ft.
                 221                                                5.3800%                60   Units
                 222                                                5.4300%            22,412   Sq. Ft.
                 223                                                5.5500%                28   Units
                 224                                                5.5200%            80,450   Sq. Ft.
                 225                                                5.2100%            13,180   Sq. Ft.
                 226                                                5.5100%            33,947   Sq. Ft.
                 227                                                5.7300%            13,813   Sq. Ft.
                 228                                                5.8300%                68   Rooms
                 229                                                5.8100%            22,949   Sq. Ft.
                 230                                                5.5500%            13,013   Sq. Ft.
                 231                                                5.2300%                96   Units
                 232                                                5.6000%            13,738   Sq. Ft.
                 233                                                5.6500%            14,820   Sq. Ft.
                 234                                                5.4500%            36,013   Sq. Ft.
                 235                                                5.6500%                96   Rooms
                 236                                                5.6900%               116   Rooms
                 237                                                5.5700%            68,250   Sq. Ft.
                 238                                                5.7500%            18,851   Sq. Ft.
                 239                                                5.3600%            12,026   Sq. Ft.
              239.01                                                                    5,242   Sq. Ft.
              239.02                                                                    6,784   Sq. Ft.
                 240                                                5.3700%            20,263   Sq. Ft.
                 241                                                5.6800%            27,310   Sq. Ft.
                 242                                                5.5200%            66,255   Sq. Ft.
                 243                                                5.7800%            14,820   Sq. Ft.
                 244                                                5.9700%               172   Rooms
                 245                                                5.5000%            10,908   Sq. Ft.
                 246                                                5.4400%            15,120   Sq. Ft.
                 247                                                5.4700%            21,234   Sq. Ft.
                 248                                                6.0900%               103   Rooms
                 249                                                5.2300%               135   Units
                 250                                                5.6400%            11,350   Sq. Ft.
                 251                                                5.3100%            20,930   Sq. Ft.
                 252                                                5.7800%            92,646   Sq. Ft.
                 253                                                5.5100%            19,550   Sq. Ft.
                 254                                                5.8000%                42   Units
                 255                                                5.5000%            10,908   Sq. Ft.
                 256                                                5.1400%            14,820   Sq. Ft.
                 257                                                5.4900%            30,000   Sq. Ft.
                 258                                                5.5000%            10,908   Sq. Ft.
                 259                                                5.7200%                38   Units
                 260                                                5.7000%            43,550   Sq. Ft.
                 261                                                5.6900%             4,990   Sq. Ft.
                 262                                                5.2400%            10,407   Sq. Ft.
                 263                                 5              5.6300%               426   Units
                 264                                                6.0200%            53,417   Sq. Ft.
                 265                                                5.7200%            13,498   Sq. Ft.
                 266                                                5.5200%            43,475   Sq. Ft.
                 267                                                5.7400%            13,500   Sq. Ft.
                 268                                                5.6400%            39,488   Sq. Ft.
                 269                                                5.4000%            15,985   Sq. Ft.
              269.01                                                                   10,085   Sq. Ft.
              269.02                                                                    5,900   Sq. Ft.
                 270                                                5.8400%            14,560   Sq. Ft.
                 271                                                5.2200%            13,905   Sq. Ft.
                 272                                                5.5800%                18   Units
                 273                                                5.7400%             9,218   Sq. Ft.
                 274                                10              5.7300%                78   Rooms
                 275                                                5.8300%            13,550   Sq. Ft.
                 276                                                5.7500%                83   Pads
                 277                                                5.5900%            20,026   Sq. Ft.
                 278                                                5.5900%            15,313   Sq. Ft.
                 279                                                5.8100%               112   Rooms
                 280                                                5.5300%            15,976   Sq. Ft.
                 281                                                6.2000%            22,700   Sq. Ft.
                 282                                                5.7600%            10,908   Sq. Ft.
                 283                                                5.4300%             7,232   Sq. Ft.
                 284                                                5.8400%               422   Units
                 285                                                5.9000%                74   Units
                 286                                                5.5700%            21,688   Sq. Ft.
                 287                                                6.0200%             8,030   Sq. Ft.
                 288                                                5.9700%            16,280   Sq. Ft.
                 289                                                5.8300%                48   Units
                 290                                                6.0200%            10,000   Sq. Ft.
                 291                                                5.4000%            11,624   Sq. Ft.
                 292                                                5.5800%                21   Units
                 293                                                5.5000%             4,882   Sq. Ft.
                 294                                                5.9300%            10,081   Sq. Ft.
                 295                                                5.7700%            38,580   Sq. Ft.
                 296                                                6.5300%            13,100   Sq. Ft.
                 297                                                5.8400%                56   Units
                 298                                                5.9100%            18,819   Sq. Ft.
                 299                                                5.5500%            54,080   Sq. Ft.
                 300                                                5.9200%             7,932   Sq. Ft.
                 301                                                5.5800%                14   Units
                 302                                                5.5800%                15   Units
                 303                                                5.4700%             3,500   Sq. Ft.
                 304                                                5.5800%                 8   Units
                 305                                                5.5400%            26,243   Sq. Ft.

<CAPTION>
Mortgage Loan Number   Original Term to Maturity or ARD (Mos.)   Remaining Term to Maturity or ARD (Mos.)   Maturity Date or ARD
--------------------   ---------------------------------------   ----------------------------------------   --------------------
<S>                    <C>                                       <C>                                        <C>

                   1                                       120                                        118               01/11/16
                1.01
                1.02
                1.03
                1.04
                1.05
                1.06
                1.07
                1.08
                1.09
                1.10
                   2                                       120                                        118               01/11/16
                   3                                       120                                        119               02/11/16
                   4                                       120                                        116               11/11/15
                   5                                       120                                        119               02/11/16
                   6                                       120                                        115               10/01/15
                   7                                       120                                        119               02/11/16
                   8                                       120                                        116               11/11/15
                   9                                       120                                        118               01/11/16
                  10                                       120                                        115               10/11/15
                  11                                       120                                        118               01/11/16
               11.01
               11.02
               11.03
                  12                                       120                                        119               02/11/16
                  13                                       120                                        118               01/11/16
                  14                                       120                                        117               12/11/15
               14.01
               14.02
                  15                                       120                                        118               01/11/16
                  16                                       120                                        117               12/11/15
                  17                                       120                                        118               01/11/16
                  18                                       120                                        119               02/11/16
                  19                                       120                                        118               01/11/16
                  20                                       120                                        117               12/11/15
                  21                                       120                                        118               01/11/16
                  22                                       120                                        118               01/11/16
                  23                                       120                                        118               01/11/16
                  24                                       120                                        107               02/11/15
                  25                                       120                                        117               12/11/15
               25.01
               25.02
               25.03
               25.04
               25.05
               25.06
               25.07
               25.08
               25.09
               25.10
               25.11
               25.12
               25.13
               25.14
               25.15
               25.16
                  26                                       120                                        118               01/11/16
                  27                                       120                                        118               01/11/16
                  28                                       120                                        118               01/11/16
                  29                                       120                                        118               01/11/16
                  30                                       120                                        118               01/11/16
                  31                                       120                                        118               01/11/16
                  32                                       120                                        118               01/11/16
                  33                                       120                                        118               01/11/16
                  34                                       120                                        119               02/11/16
                  35                                       120                                        118               01/11/16
                  36                                       120                                        118               01/11/16
                  37                                       120                                        118               01/11/16
                  38                                       120                                        118               01/11/16
                  39                                        60                                         58               01/11/11
                  40                                       120                                        118               01/11/16
                  41                                       120                                        117               12/11/15
                  42                                       120                                        118               01/11/16
                  43                                       120                                        116               11/11/15
                  44                                       120                                        118               01/11/16
                  45                                       120                                        113               08/06/15
                  46                                       120                                        117               12/11/15
                  47                                       120                                        115               10/11/15
                  48                                       120                                        115               10/11/15
                  49                                       120                                        117               12/11/15
                  50                                       120                                        118               01/11/16
                  51                                       120                                        118               01/11/16
                  52                                       120                                        118               01/11/16
                  53                                        84                                         82               01/11/13
                  54                                       120                                        119               02/11/16
                  55                                       120                                        116               11/11/15
                  56                                       120                                        116               11/11/15
                  57                                        60                                         58               01/11/11
                  58                                       120                                        118               01/11/16
                  59                                       120                                        118               01/11/16
                  60                                       120                                        116               11/11/15
               60.01
               60.02
               60.03
                  61                                       120                                        118               01/11/16
                  62                                       120                                        117               12/11/15
                  63                                       120                                        118               01/11/16
                  64                                       120                                        118               01/11/16
                  65                                       120                                        118               01/11/16
                  66                                       120                                        117               12/11/15
                  67                                        60                                         55               10/11/10
                  68                                       120                                        118               01/11/16
                  69                                       120                                        119               02/11/16
                  70                                       120                                        117               12/11/15
                  71                                       120                                        118               01/11/16
                  72                                       120                                        117               12/11/15
                  73                                       120                                        116               11/11/15
                  74                                        60                                         57               12/11/10
                  75                                       120                                        118               01/11/16
                  76                                       120                                        117               12/11/15
                  77                                       120                                        118               01/11/16
                  78                                        84                                         81               12/11/12
                  79                                        60                                         57               12/11/10
                  80                                       120                                        118               01/11/16
                  81                                       120                                        118               01/11/16
                  82                                       120                                        118               01/11/16
                  83                                       120                                        117               12/11/15
                  84                                       120                                        117               12/11/15
                  85                                       120                                        116               11/11/15
                  86                                       120                                        118               01/11/16
                  87                                       120                                        114               09/11/15
                  88                                       120                                        118               01/11/16
                  89                                       120                                        119               02/11/16
                  90                                       120                                        118               01/11/16
                  91                                       120                                        118               01/11/16
                  92                                       120                                        118               01/11/16
                  93                                       120                                        118               01/11/16
                  94                                        60                                         59               02/11/11
                  95                                       120                                        117               12/11/15
                  96                                       120                                        118               01/11/16
                  97                                       120                                        116               11/11/15
                  98                                       120                                        118               01/06/16
                  99                                       120                                        117               12/11/15
                 100                                       120                                        117               12/11/15
                 101                                       120                                        117               12/11/15
                 102                                       120                                        118               01/11/16
                 103                                       120                                        118               01/11/16
                 104                                        60                                         58               01/11/11
                 105                                       120                                        117               12/11/15
                 106                                       120                                        118               01/11/16
                 107                                       120                                        118               01/11/16
                 108                                        60                                         59               02/11/11
                 109                                       120                                        116               11/11/15
                 110                                       120                                        117               12/11/15
                 111                                       120                                        116               11/11/15
                 112                                       120                                        116               11/11/15
                 113                                       120                                        118               01/11/16
                 114                                       120                                        118               01/11/16
                 115                                        84                                         82               01/11/13
                 116                                       120                                        116               11/11/15
                 117                                       120                                        118               01/11/16
                 118                                       120                                        116               11/11/15
                 119                                       180                                        177               12/11/20
                 120                                        84                                         82               01/11/13
                 121                                       120                                        116               11/11/15
                 122                                       120                                        119               02/11/16
                 123                                        60                                         56               11/11/10
                 124                                        84                                         82               01/11/13
                 125                                       120                                        119               02/11/16
                 126                                       120                                        117               12/11/15
                 127                                       120                                        118               01/11/16
                 128                                       120                                        115               10/11/15
                 129                                        60                                         58               01/11/11
                 130                                       120                                        117               12/11/15
                 131                                       120                                        116               11/11/15
                 132                                       120                                        117               12/11/15
                 133                                       120                                        118               01/11/16
                 134                                        84                                         80               11/11/12
                 135                                       120                                        118               01/11/16
                 136                                       120                                        117               12/11/15
                 137                                       180                                        178               01/11/21
                 138                                       120                                        116               11/11/15
                 139                                       120                                        117               12/11/15
                 140                                       120                                        118               01/11/16
                 141                                       120                                        117               12/11/15
                 142                                       120                                        118               01/11/16
                 143                                       120                                        116               11/11/15
                 144                                       120                                        118               01/11/16
                 145                                       120                                        118               01/11/16
              145.01
              145.02
              145.03
              145.04
              145.05
              145.06
                 146                                       120                                        117               12/11/15
                 147                                       120                                        106               01/11/15
                 148                                       120                                        115               10/11/15
                 149                                       120                                        119               02/11/16
                 150                                       120                                        115               10/11/15
                 151                                       120                                        118               01/11/16
                 152                                       120                                        118               01/11/16
                 153                                       120                                        117               12/11/15
                 154                                       120                                        119               02/11/16
              154.01
              154.02
              154.03
                 155                                       120                                        118               01/11/16
                 156                                       120                                        119               02/11/16
                 157                                       120                                        118               01/11/16
                 158                                       120                                        116               11/11/15
                 159                                       120                                        118               01/11/16
                 160                                       120                                        118               01/11/16
                 161                                       120                                        119               02/11/16
                 162                                       120                                        117               12/11/15
                 163                                       180                                        177               12/11/20
                 164                                       120                                        119               02/01/16
                 165                                       120                                        117               12/11/15
                 166                                       120                                        119               02/11/16
                 167                                       120                                        113               08/11/15
                 168                                       120                                        114               09/11/15
                 169                                       120                                        118               01/11/16
                 170                                       120                                        119               02/11/16
                 171                                       120                                        117               12/11/15
                 172                                       120                                        118               01/11/16
                 173                                       120                                        118               01/06/16
                 174                                       120                                        116               11/11/15
                 175                                       120                                        118               01/11/16
                 176                                       120                                        117               12/11/15
                 177                                       120                                        117               12/11/15
                 178                                        84                                         82               01/11/13
                 179                                       120                                        117               12/11/15
                 180                                       120                                        115               10/11/15
                 181                                       120                                        118               01/11/16
                 182                                       120                                        117               12/11/15
                 183                                       120                                        118               01/11/16
                 184                                       120                                        115               10/11/15
                 185                                       120                                        117               12/11/15
                 186                                       120                                        119               02/11/16
              186.01
              186.02
                 187                                        60                                         59               02/11/11
                 188                                       120                                        117               12/11/15
                 189                                       120                                        118               01/11/16
                 190                                       120                                        118               01/11/16
                 191                                       120                                        118               01/11/16
                 192                                       120                                        119               02/11/16
                 193                                       276                                        272               11/11/28
                 194                                       120                                        118               01/11/16
                 195                                       120                                        119               02/11/16
                 196                                       120                                        116               11/11/15
                 197                                       120                                        119               02/11/16
                 198                                       120                                        119               02/11/16
                 199                                       120                                        116               11/11/15
                 200                                       120                                        118               01/11/16
                 201                                        60                                         57               12/11/10
                 202                                       120                                        118               01/11/16
                 203                                        60                                         56               11/11/10
                 204                                       120                                        117               12/11/15
                 205                                       120                                        118               01/11/16
                 206                                       120                                        118               01/11/16
                 207                                       120                                        119               02/11/16
                 208                                       120                                        118               01/11/16
                 209                                       120                                        116               11/11/15
                 210                                       120                                        115               10/11/15
                 211                                       120                                        119               02/06/16
                 212                                       120                                        115               10/11/15
                 213                                       120                                        115               10/11/15
                 214                                       120                                        114               09/11/15
                 215                                       120                                        117               12/11/15
                 216                                       120                                        118               01/11/16
                 217                                       120                                        119               02/06/16
                 218                                       120                                        115               10/11/15
                 219                                       120                                        118               01/11/16
                 220                                       120                                        116               11/11/15
                 221                                        73                                         70               01/11/12
                 222                                       120                                        115               10/11/15
                 223                                       120                                        119               02/11/16
                 224                                       120                                        118               01/11/16
                 225                                       120                                        116               11/11/15
                 226                                       120                                        115               10/11/15
                 227                                       120                                        117               12/11/15
                 228                                       120                                        116               11/11/15
                 229                                       120                                        118               01/11/16
                 230                                       120                                        118               01/11/16
                 231                                       120                                        116               11/11/15
                 232                                       120                                        118               01/11/16
                 233                                       120                                        118               01/11/16
                 234                                       120                                        116               11/11/15
                 235                                       120                                        120               03/01/16
                 236                                       120                                        118               01/01/16
                 237                                       120                                        118               01/11/16
                 238                                       120                                        118               01/11/16
                 239                                       120                                        117               12/11/15
              239.01
              239.02
                 240                                       120                                        116               11/11/15
                 241                                       120                                        117               12/11/15
                 242                                       120                                        118               01/11/16
                 243                                       120                                        118               01/11/16
                 244                                       120                                        118               01/11/16
                 245                                       120                                        116               11/11/15
                 246                                       120                                        115               10/11/15
                 247                                       120                                        118               01/11/16
                 248                                       180                                        176               11/11/20
                 249                                       120                                        116               11/11/15
                 250                                       120                                        117               12/11/15
                 251                                       120                                        117               12/11/15
                 252                                       120                                        116               11/11/15
                 253                                       120                                        115               10/11/15
                 254                                       120                                        118               01/11/16
                 255                                       120                                        116               11/11/15
                 256                                       120                                        116               11/11/15
                 257                                       120                                        119               02/11/16
                 258                                       120                                        116               11/11/15
                 259                                       120                                        117               12/11/15
                 260                                       120                                        117               12/11/15
                 261                                       120                                        119               02/11/16
                 262                                       120                                        116               11/11/15
                 263                                       120                                        119               02/05/16
                 264                                       120                                        117               12/11/15
                 265                                       120                                        116               11/11/15
                 266                                       120                                        118               01/11/16
                 267                                        84                                         82               01/11/13
                 268                                       120                                        118               01/11/16
                 269                                       120                                        115               10/11/15
              269.01
              269.02
                 270                                       120                                        118               01/11/16
                 271                                       120                                        116               11/11/15
                 272                                       120                                        119               02/06/16
                 273                                       120                                        117               12/11/15
                 274                                       120                                        118               01/01/16
                 275                                       120                                        119               02/11/16
                 276                                        84                                         82               01/11/13
                 277                                       120                                        117               12/11/15
                 278                                       120                                        116               11/11/15
                 279                                       120                                        117               12/11/15
                 280                                       120                                        116               11/11/15
                 281                                        60                                         59               02/11/11
                 282                                       120                                        119               02/11/16
                 283                                       120                                        116               11/11/15
                 284                                       120                                        118               01/11/16
                 285                                       120                                        117               12/11/15
                 286                                       120                                        115               10/11/15
                 287                                       120                                        118               01/11/16
                 288                                       120                                        117               12/11/15
                 289                                       120                                        118               01/11/16
                 290                                       120                                        117               12/11/15
                 291                                       120                                        115               10/11/15
                 292                                       120                                        119               02/06/16
                 293                                       120                                        116               11/11/15
                 294                                       120                                        119               02/11/16
                 295                                       120                                        116               11/11/15
                 296                                       120                                        119               02/11/16
                 297                                       120                                        118               01/11/16
                 298                                       120                                        117               12/11/15
                 299                                       120                                        115               10/11/15
                 300                                       120                                        118               01/11/16
                 301                                       120                                        119               02/06/16
                 302                                       120                                        119               02/06/16
                 303                                       120                                        117               12/11/15
                 304                                       120                                        119               02/06/16
                 305                                       120                                        116               11/11/15

<CAPTION>
Mortgage Loan Number  Original Amort Term (Mos.)  Remaining Amort Term (Mos.)  Ground Lease  Master Servicing Fee Rate   ARD Loan
--------------------  --------------------------  ---------------------------  ------------  -------------------------   --------
<S>                   <C>                         <C>                          <C>           <C>                         <C>

                   1                         360                          360  Various                         0.02000%  N
                1.01                                                           Fee
                1.02                                                           Fee
                1.03                                                           Fee
                1.04                                                           Fee
                1.05                                                           Fee
                1.06                                                           Fee
                1.07                                                           Leasehold
                1.08                                                           Fee
                1.09                                                           Fee
                1.10                                                           Fee
                   2                         360                          360  Both                            0.02000%  N
                   3                          IO                           IO  Fee                             0.02000%  N
                   4                         360                          360  Fee                             0.02000%  N
                   5                         360                          359  Fee                             0.02000%  N
                   6                          IO                           IO  Fee                             0.02000%  N
                   7                         300                          300  Fee                             0.02000%  N
                   8                         360                          360  Fee                             0.02000%  N
                   9                         360                          358  Fee                             0.02000%  N
                  10                         300                          300  Fee                             0.02000%  N
                  11                         360                          358  Fee                             0.02000%  N
               11.01                                                           Fee
               11.02                                                           Fee
               11.03                                                           Fee
                  12                          IO                           IO  Both                            0.02000%  N
                  13                         360                          360  Fee                             0.02000%  N
                  14                         360                          360  Fee                             0.02000%  N
               14.01                                                           Fee
               14.02                                                           Fee
                  15                         360                          360  Fee                             0.02000%  N
                  16                         360                          360  Fee                             0.02000%  N
                  17                         360                          360  Fee                             0.07000%  N
                  18                         360                          360  Fee                             0.02000%  N
                  19                         360                          358  Fee                             0.02000%  N
                  20                         360                          360  Fee                             0.02000%  N
                  21                          IO                           IO  Fee                             0.02000%  N
                  22                         360                          360  Fee                             0.02000%  N
                  23                         360                          358  Fee                             0.02000%  N
                  24                          IO                           IO  Fee                             0.02000%  N
                  25                      Varies                       Varies  Fee                             0.03150%  N
               25.01                                                           Fee
               25.02                                                           Fee
               25.03                                                           Fee
               25.04                                                           Fee
               25.05                                                           Fee
               25.06                                                           Fee
               25.07                                                           Fee
               25.08                                                           Fee
               25.09                                                           Fee
               25.10                                                           Fee
               25.11                                                           Fee
               25.12                                                           Fee
               25.13                                                           Fee
               25.14                                                           Fee
               25.15                                                           Fee
               25.16                                                           Fee
                  26                         360                          358  Fee                             0.02000%  N
                  27                         360                          360  Fee                             0.02000%  N
                  28                         360                          360  Fee                             0.06000%  N
                  29                         360                          360  Fee                             0.02000%  N
                  30                         360                          358  Fee                             0.02000%  N
                  31                          IO                           IO  Fee                             0.02000%  N
                  32                         360                          360  Fee                             0.02000%  N
                  33                         360                          360  Fee                             0.02000%  N
                  34                          IO                           IO  Fee                             0.02000%  N
                  35                         300                          298  Fee                             0.02000%  N
                  36                         360                          360  Fee                             0.02000%  N
                  37                         360                          360  Fee                             0.02000%  N
                  38                         360                          360  Fee                             0.02000%  N
                  39                         360                          360  Fee                             0.02000%  N
                  40                         360                          360  Fee                             0.02000%  N
                  41                         360                          360  Fee                             0.02000%  N
                  42                         360                          360  Fee                             0.05000%  N
                  43                         360                          360  Fee                             0.02000%  N
                  44                         360                          360  Fee                             0.02000%  N
                  45                         360                          360  Fee                             0.02000%  N
                  46                         360                          357  Fee                             0.02000%  N
                  47                         300                          300  Fee                             0.02000%  N
                  48                         360                          360  Fee                             0.02000%  N
                  49                         240                          237  Fee                             0.02000%  N
                  50                         360                          358  Fee                             0.02000%  N
                  51                         360                          358  Fee                             0.02000%  N
                  52                         360                          360  Fee                             0.02000%  N
                  53                          IO                           IO  Fee                             0.02000%  N
                  54                         360                          360  Fee                             0.02000%  N
                  55                         360                          360  Fee                             0.02000%  N
                  56                         300                          300  Leasehold                       0.02000%  N
                  57                         360                          360  Fee                             0.02000%  N
                  58                         360                          360  Fee                             0.02000%  N
                  59                         360                          360  Fee                             0.02000%  Y
                  60                         360                          356  Fee                             0.02000%  N
               60.01                                                           Fee
               60.02                                                           Fee
               60.03                                                           Fee
                  61                         360                          360  Fee                             0.02000%  N
                  62                         360                          360  Fee                             0.02000%  N
                  63                         360                          360  Fee                             0.02000%  N
                  64                         360                          358  Fee                             0.02000%  N
                  65                         360                          358  Fee                             0.02000%  N
                  66                         360                          357  Fee                             0.02000%  N
                  67                         300                          295  Fee                             0.02000%  N
                  68                         360                          358  Fee                             0.02000%  N
                  69                         360                          360  Fee                             0.06000%  N
                  70                         360                          360  Fee                             0.02000%  N
                  71                         300                          298  Fee                             0.02000%  N
                  72                         360                          360  Fee                             0.02000%  N
                  73                         360                          360  Fee                             0.06000%  N
                  74                          IO                           IO  Fee                             0.02000%  N
                  75                         360                          360  Fee                             0.02000%  N
                  76                         360                          357  Fee                             0.02000%  N
                  77                          IO                           IO  Fee                             0.02000%  Y
                  78                          IO                           IO  Fee                             0.02000%  Y
                  79                         360                          360  Fee                             0.02000%  N
                  80                         360                          360  Fee                             0.02000%  Y
                  81                          IO                           IO  Fee                             0.06000%  N
                  82                         360                          360  Fee                             0.02000%  N
                  83                         360                          360  Fee                             0.02000%  N
                  84                         300                          297  Leasehold                       0.02000%  N
                  85                          IO                           IO  Fee                             0.02000%  Y
                  86                         360                          360  Fee                             0.02000%  N
                  87                         357                          357  Fee                             0.02000%  Y
                  88                         360                          360  Fee                             0.02000%  N
                  89                          IO                           IO  Fee                             0.02000%  N
                  90                          IO                           IO  Fee                             0.02000%  N
                  91                         324                          324  Fee                             0.02000%  N
                  92                         360                          360  Fee                             0.02000%  N
                  93                         360                          360  Fee                             0.08000%  N
                  94                          IO                           IO  Fee                             0.02000%  N
                  95                         360                          357  Fee                             0.02000%  N
                  96                         360                          358  Fee                             0.02000%  N
                  97                         360                          360  Fee                             0.06000%  N
                  98                         360                          358  Fee                             0.02000%  N
                  99                         360                          360  Fee                             0.02000%  N
                 100                         360                          357  Fee                             0.02000%  N
                 101                         300                          297  Fee                             0.02000%  N
                 102                         360                          358  Fee                             0.02000%  N
                 103                         360                          358  Fee                             0.02000%  N
                 104                         300                          298  Fee                             0.02000%  N
                 105                         360                          360  Fee                             0.02000%  N
                 106                         360                          358  Fee                             0.02000%  N
                 107                         360                          360  Fee                             0.02000%  N
                 108                          IO                           IO  Fee                             0.02000%  N
                 109                         360                          360  Fee                             0.06000%  N
                 110                         360                          360  Fee                             0.02000%  N
                 111                         360                          360  Fee                             0.06000%  N
                 112                         360                          360  Fee                             0.02000%  N
                 113                         360                          358  Fee                             0.02000%  N
                 114                         360                          358  Fee                             0.02000%  N
                 115                          IO                           IO  Fee                             0.02000%  N
                 116                         360                          360  Fee                             0.06000%  N
                 117                         360                          358  Fee                             0.02000%  N
                 118                         360                          356  Fee                             0.02000%  N
                 119                         360                          357  Fee                             0.02000%  N
                 120                         300                          300  Fee                             0.02000%  N
                 121                         360                          360  Fee                             0.06000%  N
                 122                         360                          359  Fee                             0.02000%  N
                 123                         360                          356  Fee                             0.02000%  N
                 124                         300                          300  Fee                             0.02000%  N
                 125                         360                          360  Fee                             0.06000%  N
                 126                         360                          357  Fee                             0.02000%  N
                 127                         360                          358  Fee                             0.02000%  N
                 128                         360                          355  Fee                             0.02000%  N
                 129                          IO                           IO  Fee                             0.02000%  Y
                 130                         360                          360  Fee                             0.02000%  N
                 131                         360                          360  Fee                             0.06000%  N
                 132                         360                          357  Fee                             0.02000%  N
                 133                         360                          360  Fee                             0.02000%  N
                 134                          IO                           IO  Fee                             0.02000%  Y
                 135                         360                          358  Fee                             0.02000%  N
                 136                         360                          360  Fee                             0.02000%  N
                 137                         360                          358  Fee                             0.02000%  N
                 138                         360                          360  Fee                             0.02000%  N
                 139                         360                          357  Fee                             0.02000%  N
                 140                         360                          358  Fee                             0.02000%  N
                 141                         360                          360  Fee                             0.02000%  N
                 142                         360                          358  Fee                             0.02000%  N
                 143                         360                          360  Fee                             0.06000%  N
                 144                         360                          360  Fee                             0.02000%  N
                 145                         360                          358  Fee                             0.02000%  N
              145.01                                                           Fee
              145.02                                                           Fee
              145.03                                                           Fee
              145.04                                                           Fee
              145.05                                                           Fee
              145.06                                                           Fee
                 146                         360                          357  Both                            0.02000%  N
                 147                         300                          286  Fee                             0.02000%  N
                 148                         360                          355  Fee                             0.02000%  N
                 149                         360                          360  Leasehold                       0.02000%  N
                 150                         360                          360  Fee                             0.06000%  N
                 151                         360                          358  Fee                             0.02000%  Y
                 152                         360                          358  Fee                             0.02000%  Y
                 153                         360                          360  Fee                             0.02000%  N
                 154                         360                          359  Fee                             0.02000%  N
              154.01                                                           Fee
              154.02                                                           Fee
              154.03                                                           Fee
                 155                         360                          360  Fee                             0.02000%  N
                 156                          IO                           IO  Fee                             0.02000%  N
                 157                         360                          358  Fee                             0.02000%  Y
                 158                         360                          360  Fee                             0.06000%  N
                 159                         360                          360  Fee                             0.02000%  N
                 160                         360                          360  Fee                             0.02000%  N
                 161                         360                          360  Fee                             0.06000%  N
                 162                         360                          357  Fee                             0.02000%  N
                 163                         360                          357  Fee                             0.02000%  N
                 164                         300                          299  Fee                             0.04000%  N
                 165                         360                          357  Fee                             0.11000%  N
                 166                         360                          360  Fee                             0.03000%  N
                 167                          IO                           IO  Fee                             0.02000%  Y
                 168                         355                          355  Fee                             0.02000%  Y
                 169                         360                          360  Fee                             0.02000%  N
                 170                         360                          359  Fee                             0.02000%  Y
                 171                         360                          360  Fee                             0.02000%  N
                 172                         360                          360  Fee                             0.02000%  N
                 173                         360                          358  Fee                             0.02000%  N
                 174                         360                          356  Fee                             0.02000%  N
                 175                         360                          360  Fee                             0.02000%  N
                 176                         360                          360  Fee                             0.02000%  N
                 177                         360                          360  Fee                             0.02000%  N
                 178                         360                          360  Fee                             0.02000%  N
                 179                         300                          297  Fee                             0.02000%  N
                 180                         360                          360  Fee                             0.06000%  N
                 181                         360                          358  Fee                             0.02000%  N
                 182                         360                          357  Leasehold                       0.02000%  Y
                 183                         360                          360  Fee                             0.02000%  N
                 184                         336                          336  Fee                             0.02000%  N
                 185                         360                          357  Fee                             0.02000%  N
                 186                         360                          360  Fee                             0.02000%  N
              186.01                                                           Fee
              186.02                                                           Fee
                 187                          IO                           IO  Fee                             0.02000%  Y
                 188                         360                          357  Fee                             0.08000%  N
                 189                         360                          360  Fee                             0.02000%  N
                 190                         360                          358  Fee                             0.02000%  N
                 191                         360                          360  Fee                             0.02000%  N
                 192                         300                          299  Fee                             0.02000%  N
                 193                         276                          272  Fee                             0.02000%  N
                 194                         360                          358  Fee                             0.02000%  N
                 195                         360                          359  Fee                             0.02000%  N
                 196                         360                          356  Fee                             0.02000%  N
                 197                         360                          359  Fee                             0.02000%  N
                 198                         360                          360  Fee                             0.06000%  N
                 199                         360                          360  Fee                             0.02000%  N
                 200                         360                          358  Fee                             0.02000%  Y
                 201                          IO                           IO  Fee                             0.02000%  N
                 202                         360                          358  Fee                             0.02000%  Y
                 203                          IO                           IO  Fee                             0.02000%  N
                 204                         360                          357  Fee                             0.02000%  N
                 205                         360                          358  Fee                             0.02000%  Y
                 206                         360                          358  Fee                             0.02000%  N
                 207                         300                          300  Fee                             0.02000%  N
                 208                         300                          298  Fee                             0.04000%  N
                 209                         360                          356  Fee                             0.08000%  N
                 210                         360                          355  Fee                             0.10000%  N
                 211                         360                          359  Fee                             0.02000%  N
                 212                         360                          355  Fee                             0.02000%  Y
                 213                         360                          355  Fee                             0.02000%  N
                 214                         360                          360  Fee                             0.02000%  N
                 215                         360                          357  Fee                             0.02000%  Y
                 216                         360                          358  Fee                             0.02000%  Y
                 217                         360                          359  Fee                             0.02000%  N
                 218                         360                          355  Fee                             0.02000%  N
                 219                         360                          358  Fee                             0.02000%  N
                 220                         360                          356  Fee                             0.02000%  N
                 221                         360                          357  Fee                             0.09000%  N
                 222                         360                          360  Fee                             0.10000%  N
                 223                         360                          359  Fee                             0.02000%  N
                 224                         360                          360  Fee                             0.08000%  N
                 225                         360                          356  Fee                             0.02000%  N
                 226                         360                          360  Fee                             0.06000%  N
                 227                         360                          357  Both                            0.02000%  Y
                 228                         264                          260  Fee                             0.09000%  N
                 229                         360                          358  Fee                             0.02000%  N
                 230                         360                          358  Fee                             0.02000%  N
                 231                         360                          360  Fee                             0.06000%  N
                 232                         360                          358  Fee                             0.02000%  N
                 233                         360                          358  Fee                             0.02000%  N
                 234                         360                          356  Fee                             0.02000%  N
                 235                         300                          300  Fee                             0.04000%  N
                 236                         300                          298  Fee                             0.04000%  N
                 237                         360                          360  Fee                             0.08000%  N
                 238                         360                          358  Fee                             0.02000%  N
                 239                         360                          357  Fee                             0.02000%  N
              239.01                                                           Fee
              239.02                                                           Fee
                 240                         360                          356  Fee                             0.02000%  N
                 241                         360                          357  Fee                             0.02000%  N
                 242                         360                          360  Fee                             0.09000%  N
                 243                         360                          358  Fee                             0.02000%  N
                 244                         204                          202  Fee                             0.02000%  N
                 245                         360                          356  Fee                             0.02000%  N
                 246                          IO                           IO  Fee                             0.02000%  Y
                 247                         360                          360  Fee                             0.11000%  N
                 248                         180                          176  Fee                             0.02000%  N
                 249                         360                          360  Fee                             0.06000%  N
                 250                         360                          357  Fee                             0.02000%  N
                 251                         360                          357  Fee                             0.02000%  N
                 252                         360                          356  Fee                             0.02000%  N
                 253                         360                          360  Fee                             0.06000%  N
                 254                         360                          358  Fee                             0.02000%  N
                 255                         360                          356  Fee                             0.02000%  N
                 256                          IO                           IO  Fee                             0.02000%  Y
                 257                         360                          359  Fee                             0.02000%  N
                 258                         360                          356  Fee                             0.02000%  N
                 259                         360                          357  Fee                             0.02000%  N
                 260                         360                          360  Fee                             0.02000%  N
                 261                         360                          360  Fee                             0.02000%  Y
                 262                         360                          356  Leasehold                       0.02000%  N
                 263                         360                          359  Fee                             0.02000%  N
                 264                         324                          321  Leasehold                       0.06000%  N
                 265                         360                          356  Fee                             0.02000%  N
                 266                         360                          360  Fee                             0.09000%  N
                 267                         360                          358  Fee                             0.02000%  Y
                 268                         360                          358  Fee                             0.02000%  N
                 269                         360                          355  Fee                             0.10000%  N
              269.01                                                           Fee
              269.02                                                           Fee
                 270                         360                          358  Fee                             0.02000%  N
                 271                         360                          356  Fee                             0.02000%  Y
                 272                         360                          359  Fee                             0.02000%  N
                 273                         360                          357  Fee                             0.11000%  N
                 274                         300                          298  Fee                             0.04000%  N
                 275                         360                          360  Fee                             0.02000%  N
                 276                         360                          360  Fee                             0.02000%  N
                 277                         360                          357  Fee                             0.02000%  N
                 278                         360                          356  Fee                             0.02000%  N
                 279                         300                          297  Fee                             0.11000%  N
                 280                         360                          356  Fee                             0.02000%  N
                 281                         360                          359  Fee                             0.02000%  N
                 282                         360                          359  Fee                             0.02000%  N
                 283                         360                          360  Fee                             0.02000%  N
                 284                         360                          358  Fee                             0.02000%  N
                 285                         360                          357  Fee                             0.02000%  N
                 286                          IO                           IO  Fee                             0.02000%  Y
                 287                         360                          360  Fee                             0.02000%  N
                 288                         300                          297  Fee                             0.02000%  N
                 289                         360                          358  Fee                             0.02000%  N
                 290                         360                          357  Fee                             0.02000%  N
                 291                         360                          355  Fee                             0.10000%  N
                 292                         360                          359  Fee                             0.02000%  N
                 293                         360                          356  Fee                             0.02000%  N
                 294                         360                          359  Fee                             0.02000%  N
                 295                         360                          356  Fee                             0.02000%  N
                 296                         360                          359  Fee                             0.02000%  N
                 297                         360                          360  Fee                             0.02000%  N
                 298                         300                          297  Fee                             0.02000%  Y
                 299                         360                          355  Fee                             0.02000%  N
                 300                         360                          358  Fee                             0.08000%  N
                 301                         360                          359  Fee                             0.02000%  N
                 302                         360                          359  Fee                             0.02000%  N
                 303                         360                          357  Fee                             0.02000%  N
                 304                         360                          359  Fee                             0.02000%  N
                 305                         360                          356  Fee                             0.02000%  N

<CAPTION>
Mortgage Loan Number   Anticipated Repayment Date
--------------------   --------------------------
<S>                    <C>

                   1
                1.01
                1.02
                1.03
                1.04
                1.05
                1.06
                1.07
                1.08
                1.09
                1.10
                   2
                   3
                   4
                   5
                   6
                   7
                   8
                   9
                  10
                  11
               11.01
               11.02
               11.03
                  12
                  13
                  14
               14.01
               14.02
                  15
                  16
                  17
                  18
                  19
                  20
                  21
                  22
                  23
                  24
                  25
               25.01
               25.02
               25.03
               25.04
               25.05
               25.06
               25.07
               25.08
               25.09
               25.10
               25.11
               25.12
               25.13
               25.14
               25.15
               25.16
                  26
                  27
                  28
                  29
                  30
                  31
                  32
                  33
                  34
                  35
                  36
                  37
                  38
                  39
                  40
                  41
                  42
                  43
                  44
                  45
                  46
                  47
                  48
                  49
                  50
                  51
                  52
                  53
                  54
                  55
                  56
                  57
                  58
                  59                     01/11/16
                  60
               60.01
               60.02
               60.03
                  61
                  62
                  63
                  64
                  65
                  66
                  67
                  68
                  69
                  70
                  71
                  72
                  73
                  74
                  75
                  76
                  77                     01/11/16
                  78                     12/11/12
                  79
                  80                     01/11/16
                  81
                  82
                  83
                  84
                  85                     11/11/15
                  86
                  87                     09/11/15
                  88
                  89
                  90
                  91
                  92
                  93
                  94
                  95
                  96
                  97
                  98
                  99
                 100
                 101
                 102
                 103
                 104
                 105
                 106
                 107
                 108
                 109
                 110
                 111
                 112
                 113
                 114
                 115
                 116
                 117
                 118
                 119
                 120
                 121
                 122
                 123
                 124
                 125
                 126
                 127
                 128
                 129                     01/11/11
                 130
                 131
                 132
                 133
                 134                     11/11/12
                 135
                 136
                 137
                 138
                 139
                 140
                 141
                 142
                 143
                 144
                 145
              145.01
              145.02
              145.03
              145.04
              145.05
              145.06
                 146
                 147
                 148
                 149
                 150
                 151                     01/11/16
                 152                     01/11/16
                 153
                 154
              154.01
              154.02
              154.03
                 155
                 156
                 157                     01/11/16
                 158
                 159
                 160
                 161
                 162
                 163
                 164
                 165
                 166
                 167                     08/11/15
                 168                     09/11/15
                 169
                 170                     02/11/16
                 171
                 172
                 173
                 174
                 175
                 176
                 177
                 178
                 179
                 180
                 181
                 182                     12/11/15
                 183
                 184
                 185
                 186
              186.01
              186.02
                 187                     02/11/11
                 188
                 189
                 190
                 191
                 192
                 193
                 194
                 195
                 196
                 197
                 198
                 199
                 200                     01/11/16
                 201
                 202                     01/11/16
                 203
                 204
                 205                     01/11/16
                 206
                 207
                 208
                 209
                 210
                 211
                 212                     10/11/15
                 213
                 214
                 215                     12/11/15
                 216                     01/11/16
                 217
                 218
                 219
                 220
                 221
                 222
                 223
                 224
                 225
                 226
                 227                     12/11/15
                 228
                 229
                 230
                 231
                 232
                 233
                 234
                 235
                 236
                 237
                 238
                 239
              239.01
              239.02
                 240
                 241
                 242
                 243
                 244
                 245
                 246                     10/11/15
                 247
                 248
                 249
                 250
                 251
                 252
                 253
                 254
                 255
                 256                     11/11/15
                 257
                 258
                 259
                 260
                 261                     02/11/16
                 262
                 263
                 264
                 265
                 266
                 267                     01/11/13
                 268
                 269
              269.01
              269.02
                 270
                 271                     11/11/15
                 272
                 273
                 274
                 275
                 276
                 277
                 278
                 279
                 280
                 281
                 282
                 283
                 284
                 285
                 286                     10/11/15
                 287
                 288
                 289
                 290
                 291
                 292
                 293
                 294
                 295
                 296
                 297
                 298                     12/11/15
                 299
                 300
                 301
                 302
                 303
                 304
                 305

<CAPTION>
Mortgage Loan Number   Additional Interest Rate
--------------------   ------------------------------------------------------------------------------------------------
<S>                    <C>

                   1
                1.01
                1.02
                1.03
                1.04
                1.05
                1.06
                1.07
                1.08
                1.09
                1.10
                   2
                   3
                   4
                   5
                   6
                   7
                   8
                   9
                  10
                  11
               11.01
               11.02
               11.03
                  12
                  13
                  14
               14.01
               14.02
                  15
                  16
                  17
                  18
                  19
                  20
                  21
                  22
                  23
                  24
                  25
               25.01
               25.02
               25.03
               25.04
               25.05
               25.06
               25.07
               25.08
               25.09
               25.10
               25.11
               25.12
               25.13
               25.14
               25.15
               25.16
                  26
                  27
                  28
                  29
                  30
                  31
                  32
                  33
                  34
                  35
                  36
                  37
                  38
                  39
                  40
                  41
                  42
                  43
                  44
                  45
                  46
                  47
                  48
                  49
                  50
                  51
                  52
                  53
                  54
                  55
                  56
                  57
                  58
                  59   Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
                  60
               60.01
               60.02
               60.03
                  61
                  62
                  63
                  64
                  65
                  66
                  67
                  68
                  69
                  70
                  71
                  72
                  73
                  74
                  75
                  76
                  77   Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%, capped at the maximum lawful rate
                  78   Lesser of max allowable by law or 6.74%
                  79
                  80   Greater of (i) 7.75% or (ii) the Treasury Rate plus 2.70%
                  81
                  82
                  83
                  84
                  85   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                  86
                  87   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
                  88
                  89
                  90
                  91
                  92
                  93
                  94
                  95
                  96
                  97
                  98
                  99
                 100
                 101
                 102
                 103
                 104
                 105
                 106
                 107
                 108
                 109
                 110
                 111
                 112
                 113
                 114
                 115
                 116
                 117
                 118
                 119
                 120
                 121
                 122
                 123
                 124
                 125
                 126
                 127
                 128
                 129   Lesser of (a) the maximum rate permitted by applicable law or (b) 6.69%
                 130
                 131
                 132
                 133
                 134   Lesser of (a) the maximum rate permitted by applicable law or (b) 6.81%
                 135
                 136
                 137
                 138
                 139
                 140
                 141
                 142
                 143
                 144
                 145
              145.01
              145.02
              145.03
              145.04
              145.05
              145.06
                 146
                 147
                 148
                 149
                 150
                 151   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing annually by 0.25%
                 152   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing annually by 0.25%
                 153
                 154
              154.01
              154.02
              154.03
                 155
                 156
                 157   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing annually by 0.25%
                 158
                 159
                 160
                 161
                 162
                 163
                 164
                 165
                 166
                 167   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 168   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
                 169
                 170   Greater of (i) 7.79% or (ii) the Treasury Rate plus 3.35%
                 171
                 172
                 173
                 174
                 175
                 176
                 177
                 178
                 179
                 180
                 181
                 182   Greater of Initial Rate + 4% or Treasury Index + 5.04%
                 183
                 184
                 185
                 186
              186.01
              186.02
                 187   Lesser of (a) the maximum rate permitted by applicable law or (b) 6.70%
                 188
                 189
                 190
                 191
                 192
                 193
                 194
                 195
                 196
                 197
                 198
                 199
                 200   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing annually by 0.25%
                 201
                 202   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing annually by 0.25%
                 203
                 204
                 205   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing annually by 0.25%
                 206
                 207
                 208
                 209
                 210
                 211
                 212   Greater of Initial Rate + 4% or Treasury Index + 5.06%
                 213
                 214
                 215   Greater of Initial Rate + 4% or Treasury Index + 5.06%
                 216   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing annually by 0.25%
                 217
                 218
                 219
                 220
                 221
                 222
                 223
                 224
                 225
                 226
                 227   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing annually by 0.25%
                 228
                 229
                 230
                 231
                 232
                 233
                 234
                 235
                 236
                 237
                 238
                 239
              239.01
              239.02
                 240
                 241
                 242
                 243
                 244
                 245
                 246   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 247
                 248
                 249
                 250
                 251
                 252
                 253
                 254
                 255
                 256   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 257
                 258
                 259
                 260
                 261   Greater of (i) 7.69% or (ii) the Treasury Rate plus 3.25%
                 262
                 263
                 264
                 265
                 266
                 267   Greater of Initial Rate + 4% or Treasury Index + 5.3%
                 268
                 269
              269.01
              269.02
                 270
                 271   Greater of Initial Rate + 4% or Treasury Index + 5.15%
                 272
                 273
                 274
                 275
                 276
                 277
                 278
                 279
                 280
                 281
                 282
                 283
                 284
                 285
                 286   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 287
                 288
                 289
                 290
                 291
                 292
                 293
                 294
                 295
                 296
                 297
                 298   Greater of Initial Rate + 4% or Treasury Index + 5.4%
                 299
                 300
                 301
                 302
                 303
                 304
                 305

<CAPTION>
Mortgage Loan Number   Loan Originator   Environmental Insurance   Cross Collateralized and Cross Defaulted Loan Flag
--------------------   ---------------   -----------------------   --------------------------------------------------
<S>                    <C>               <C>                       <C>

                   1   Wachovia          N
                1.01                     N
                1.02                     N
                1.03                     N
                1.04                     N
                1.05                     N
                1.06                     N
                1.07                     N
                1.08                     N
                1.09                     N
                1.10                     N
                   2   Wachovia          N
                   3   Wachovia          N
                   4   Wachovia          N
                   5   Nomura            N
                   6   Nomura            N
                   7   Wachovia          N
                   8   Wachovia          N
                   9   Wachovia          N
                  10   Wachovia          N
                  11   Wachovia          N
               11.01                     N
               11.02                     N
               11.03                     N
                  12   Wachovia          N
                  13   Wachovia          N
                  14   Wachovia          N
               14.01                     N
               14.02                     N
                  15   Wachovia          N
                  16   Artesia           N
                  17   Wachovia          N
                  18   Nomura            N
                  19   Wachovia          N
                  20   Wachovia          N
                  21   Wachovia          N
                  22   Wachovia          N
                  23   Wachovia          N
                  24   Wachovia          N
                  25   Artesia           N
               25.01                     N
               25.02                     N
               25.03                     N
               25.04                     N
               25.05                     N
               25.06                     N
               25.07                     N
               25.08                     N
               25.09                     N
               25.10                     N
               25.11                     N
               25.12                     N
               25.13                     N
               25.14                     N
               25.15                     N
               25.16                     N
                  26   Wachovia          N
                  27   Wachovia          N
                  28   Wachovia          N
                  29   Wachovia          N
                  30   Wachovia          N
                  31   Nomura            N
                  32   Wachovia          N
                  33   Wachovia          N
                  34   Wachovia          N
                  35   Artesia           N
                  36   Nomura            N
                  37   Wachovia          N
                  38   Wachovia          N
                  39   Nomura            N
                  40   Wachovia          N
                  41   Artesia           N
                  42   Wachovia          N
                  43   Wachovia          N
                  44   Wachovia          N
                  45   Wachovia          N
                  46   Artesia           N
                  47   Wachovia          N
                  48   Wachovia          N
                  49   Nomura            N
                  50   Wachovia          N
                  51   Wachovia          N
                  52   Wachovia          N
                  53   Nomura            N                         Retail Portfolio B
                  54   Nomura            N
                  55   Wachovia          N
                  56   Wachovia          N
                  57   Wachovia          N
                  58   Wachovia          N
                  59   Wachovia          N
                  60   Wachovia          N                         Procacci Portfolio
               60.01                     N
               60.02                     N
               60.03                     N
                  61   Wachovia          N
                  62   Nomura            N
                  63   Wachovia          N
                  64   Wachovia          N
                  65   Wachovia          N
                  66   Nomura            N
                  67   Artesia           N
                  68   Nomura            N
                  69   Nomura            N
                  70   Wachovia          N
                  71   Wachovia          N
                  72   Wachovia          N
                  73   Nomura            N                         Multifamily Portfolio A
                  74   Nomura            N
                  75   Wachovia          N                         Arvada Portfolio
                  76   Artesia           N
                  77   Wachovia          Y
                  78   Nomura            N
                  79   Nomura            N
                  80   Nomura            N
                  81   Wachovia          N
                  82   Wachovia          N
                  83   Nomura            N
                  84   Wachovia          N
                  85   Wachovia          N
                  86   Wachovia          N
                  87   Wachovia          N                         GSA Portfolio
                  88   Wachovia          N
                  89   Nomura            N
                  90   Wachovia          N
                  91   Wachovia          N
                  92   Nomura            N
                  93   Nomura            N
                  94   Nomura            N
                  95   Artesia           N
                  96   Wachovia          N
                  97   Artesia           N
                  98   Nomura            N
                  99   Nomura            N
                 100   Wachovia          N
                 101   Wachovia          N
                 102   Wachovia          N
                 103   Wachovia          N
                 104   Wachovia          N
                 105   Nomura            N
                 106   Wachovia          N
                 107   Wachovia          N
                 108   Nomura            N                         Retail Portfolio B
                 109   Nomura            N                         Multifamily Portfolio B
                 110   Artesia           Y
                 111   Nomura            N                         Multifamily Portfolio A
                 112   Wachovia          N
                 113   Wachovia          N
                 114   Wachovia          N
                 115   Nomura            N
                 116   Nomura            N                         Multifamily Portfolio B
                 117   Wachovia          N
                 118   Artesia           N
                 119   Wachovia          N
                 120   Wachovia          N
                 121   Nomura            N                         Multifamily Portfolio A
                 122   Wachovia          N
                 123   Nomura            N
                 124   Wachovia          N
                 125   Nomura            N
                 126   Artesia           N
                 127   Wachovia          N
                 128   Wachovia          N                         WOW portfolio
                 129   Nomura            N
                 130   Artesia           N
                 131   Nomura            N                         Multifamily Portfolio B
                 132   Wachovia          N
                 133   Wachovia          N
                 134   Nomura            N
                 135   Nomura            N
                 136   Wachovia          N
                 137   Nomura            N
                 138   Wachovia          N
                 139   Wachovia          N
                 140   Artesia           N
                 141   Wachovia          N
                 142   Wachovia          N
                 143   Nomura            N                         Multifamily Portfolio B
                 144   Wachovia          N
                 145   Wachovia          N
              145.01                     N
              145.02                     N
              145.03                     N
              145.04                     N
              145.05                     N
              145.06                     N
                 146   Artesia           N
                 147   Wachovia          N
                 148   Wachovia          N                         WOW portfolio
                 149   Nomura            N
                 150   Nomura            N                         Retail Portfolio A
                 151   Wachovia          N
                 152   Wachovia          N                         3 MI Portfolio
                 153   Artesia           N
                 154   Wachovia          N
              154.01                     N
              154.02                     N
              154.03                     N
                 155   Wachovia          N
                 156   Wachovia          N
                 157   Wachovia          N                         2 MI Portfolio
                 158   Nomura            N                         Multifamily Portfolio A
                 159   Wachovia          N                         Arvada Portfolio
                 160   Wachovia          N
                 161   Wachovia          N
                 162   Wachovia          N
                 163   Wachovia          N
                 164   Nomura            N
                 165   Artesia           N
                 166   Nomura            N
                 167   Wachovia          N
                 168   Wachovia          N                         GSA Portfolio
                 169   Nomura            N
                 170   Nomura            N
                 171   Artesia           N                         Anchor Self Storage Portfolio
                 172   Wachovia          N
                 173   Nomura            N
                 174   Artesia           N
                 175   Wachovia          N
                 176   Nomura            N
                 177   Nomura            N
                 178   Nomura            N
                 179   Wachovia          N
                 180   Nomura            N                         Retail Portfolio A
                 181   Nomura            N
                 182   Artesia           N
                 183   Nomura            N
                 184   Wachovia          N
                 185   Artesia           N
                 186   Wachovia          N
              186.01                     N
              186.02                     N
                 187   Nomura            N
                 188   Artesia           N
                 189   Artesia           N
                 190   Wachovia          N                         Mini Walgreens Portfolio
                 191   Wachovia          N
                 192   Nomura            N
                 193   Artesia           N
                 194   Wachovia          N
                 195   Nomura            N
                 196   Nomura            N
                 197   Wachovia          N
                 198   Wachovia          N
                 199   Artesia           N
                 200   Wachovia          N                         2 MI Portfolio
                 201   Nomura            N
                 202   Wachovia          N                         3 MI Portfolio
                 203   Nomura            N
                 204   Wachovia          N
                 205   Wachovia          N                         3 MI Portfolio
                 206   Wachovia          N
                 207   Artesia           N
                 208   Nomura            N
                 209   Artesia           N
                 210   Artesia           N                         Nephrology Portfolio
                 211   Nomura            N                         Multifamily Portfolio C
                 212   Artesia           N
                 213   Wachovia          N                         WOW portfolio
                 214   Artesia           N
                 215   Artesia           N
                 216   Wachovia          N
                 217   Nomura            N                         Multifamily Portfolio C
                 218   Wachovia          N                         WOW portfolio
                 219   Wachovia          N                         Mini Walgreens Portfolio
                 220   Wachovia          N                         Procacci Portfolio
                 221   Artesia           N
                 222   Nomura            N
                 223   Artesia           N
                 224   Artesia           N
                 225   Artesia           N
                 226   Nomura            N                         Retail Portfolio A
                 227   Wachovia          N
                 228   Artesia           N
                 229   Artesia           N
                 230   Nomura            N
                 231   Nomura            N                         Multifamily Portfolio A
                 232   Wachovia          N
                 233   Wachovia          N
                 234   Artesia           N
                 235   Nomura            N
                 236   Nomura            N
                 237   Artesia           N
                 238   Artesia           N
                 239   Artesia           N                         Mutual of Omaha and Perkins Restaurants & Bakery Cross(15)
              239.01                     N
              239.02                     N
                 240   Artesia           N
                 241   Artesia           N
                 242   Artesia           N
                 243   Wachovia          N
                 244   Artesia           N
                 245   Artesia           N
                 246   Wachovia          N
                 247   Artesia           N
                 248   Artesia           N
                 249   Nomura            N                         Multifamily Portfolio B
                 250   Artesia           N
                 251   Artesia           N                         Mutual of Omaha and Perkins Restaurants & Bakery Cross(15)
                 252   Artesia           N
                 253   Nomura            N                         Retail Portfolio A
                 254   Artesia           N
                 255   Artesia           N
                 256   Wachovia          N
                 257   Artesia           N
                 258   Artesia           N
                 259   Artesia           N
                 260   Artesia           N                         Anchor Self Storage Portfolio
                 261   Nomura            N
                 262   Artesia           N
                 263   Nomura            N
                 264   Artesia           N
                 265   Artesia           N
                 266   Artesia           N
                 267   Artesia           N
                 268   Artesia           N
                 269   Artesia           N                         Nephrology Portfolio
              269.01                     N
              269.02                     N
                 270   Wachovia          N
                 271   Artesia           N
                 272   Nomura            N                         Multifamily Portfolio C
                 273   Artesia           N
                 274   Nomura            N
                 275   Nomura            N
                 276   Nomura            N
                 277   Artesia           N
                 278   Artesia           N
                 279   Artesia           N
                 280   Artesia           N
                 281   Artesia           N
                 282   Wachovia          N
                 283   Artesia           N
                 284   Nomura            N
                 285   Nomura            N
                 286   Wachovia          N
                 287   Wachovia          N
                 288   Wachovia          N
                 289   Artesia           N
                 290   Artesia           N
                 291   Artesia           N                         Nephrology Portfolio
                 292   Nomura            N                         Multifamily Portfolio C
                 293   Artesia           N
                 294   Nomura            N
                 295   Artesia           N
                 296   Nomura            N
                 297   Nomura            N
                 298   Artesia           N
                 299   Wachovia          N                         WOW portfolio
                 300   Nomura            N
                 301   Nomura            N                         Multifamily Portfolio C
                 302   Nomura            N                         Multifamily Portfolio C
                 303   Artesia           N
                 304   Nomura            N                         Multifamily Portfolio C
                 305   Wachovia          N                         Procacci Portfolio

<CAPTION>
Mortgage Loan Number   Prepayment Provisions   Early Defeasance   Secured by LC   Interest Accrual Method   Lockbox
--------------------   ---------------------   ----------------   -------------   -----------------------   ---------
<S>                    <C>                     <C>                <C>             <C>                       <C>

                   1   Y                       N                  N               Actual/360                Day 1
                1.01
                1.02
                1.03
                1.04
                1.05
                1.06
                1.07
                1.08
                1.09
                1.10
                   2   Y                       N                  N               Actual/360                Day 1
                   3   N                       N                  N               Actual/360                Day 1
                   4   Y                       N                  N               Actual/360                Day 1
                   5   Y                       N                  N               Actual/360                Day 1
                   6   Y                       N                  N               Actual/360                Day 1
                   7   Y                       N                  N               Actual/360
                   8   Y                       N                  N               Actual/360                Springing
                   9   Y                       N                  N               Actual/360                Day 1
                  10   Y                       N                  N               Actual/360
                  11   Y                       N                  N               Actual/360                Day 1
               11.01
               11.02
               11.03
                  12   Y                       N                  N               Actual/360                Springing
                  13   Y                       N                  N               Actual/360                Springing
                  14   Y                       N                  N               Actual/360
               14.01
               14.02
                  15   Y                       N                  N               Actual/360
                  16   Y                       N                  N               Actual/360
                  17   Y                       N                  N               Actual/360                Springing
                  18   Y                       N                  N               Actual/360
                  19   Y                       N                  N               Actual/360                Day 1
                  20   Y                       N                  N               Actual/360                Springing
                  21   Y                       N                  N               Actual/360                Springing
                  22   Y                       N                  N               Actual/360                Springing
                  23   Y                       N                  N               Actual/360                Day 1
                  24   N                       N                  N               Actual/360                Day 1
                  25   Y                       N                  N               Actual/360                Day 1
               25.01
               25.02
               25.03
               25.04
               25.05
               25.06
               25.07
               25.08
               25.09
               25.10
               25.11
               25.12
               25.13
               25.14
               25.15
               25.16
                  26   Y                       N                  N               Actual/360                Day 1
                  27   Y                       N                  N               Actual/360
                  28   Y                       N                  N               Actual/360                Springing
                  29   Y                       N                  N               Actual/360
                  30   Y                       N                  N               Actual/360                Day 1
                  31   Y                       N                  N               Actual/360                Day 1
                  32   Y                       N                  N               Actual/360                Springing
                  33   Y                       N                  N               Actual/360
                  34   Y                       N                  N               Actual/360                Day 1
                  35   Y                       N                  Y               Actual/360
                  36   Y                       N                  N               Actual/360                Springing
                  37   N                       N                  N               Actual/360                Day 1
                  38   Y                       N                  N               Actual/360
                  39   Y                       N                  N               Actual/360                Day 1
                  40   Y                       N                  N               Actual/360
                  41   Y                       N                  N               Actual/360
                  42   Y                       N                  N               Actual/360
                  43   Y                       N                  N               Actual/360
                  44   Y                       N                  N               Actual/360
                  45   Y                       N                  N               Actual/360                Day 1
                  46   Y                       N                  N               Actual/360
                  47   Y                       N                  N               Actual/360
                  48   Y                       N                  N               Actual/360                Springing
                  49   Y                       N                  N               Actual/360
                  50   Y                       N                  N               Actual/360                Day 1
                  51   Y                       N                  N               Actual/360                Day 1
                  52   Y                       N                  N               Actual/360                Day 1
                  53   N                       N                  N               30/360
                  54   Y                       N                  N               Actual/360                Day 1
                  55   Y                       N                  N               Actual/360
                  56   Y                       N                  N               Actual/360
                  57   N                       N                  N               Actual/360
                  58   Y                       N                  N               Actual/360                Springing
                  59   Y                       N                  N               Actual/360                Springing
                  60   Y                       N                  N               Actual/360                Day 1
               60.01
               60.02
               60.03
                  61   Y                       N                  N               Actual/360
                  62   Y                       N                  N               Actual/360
                  63   Y                       N                  N               Actual/360
                  64   Y                       N                  N               Actual/360
                  65   Y                       N                  N               Actual/360
                  66   Y                       N                  N               Actual/360
                  67   Y                       N                  Y               Actual/360                Day 1
                  68   Y                       N                  N               Actual/360                Day 1
                  69   Y                       N                  N               Actual/360
                  70   Y                       N                  N               Actual/360                Springing
                  71   Y                       N                  Y               Actual/360
                  72   Y                       N                  N               Actual/360
                  73   Y                       N                  N               Actual/360                Day 1
                  74   N                       N                  N               30/360
                  75   Y                       N                  N               Actual/360
                  76   Y                       N                  N               Actual/360
                  77   N                       N                  N               Actual/360                Day 1
                  78   N                       N                  N               30/360                    Springing
                  79   Y                       N                  N               Actual/360
                  80   Y                       N                  N               Actual/360                Day 1
                  81   Y                       N                  N               30/360
                  82   Y                       N                  N               Actual/360
                  83   Y                       N                  N               Actual/360
                  84   Y                       N                  N               Actual/360                Day 1
                  85   Y                       N                  N               Actual/360                Springing
                  86   Y                       N                  N               Actual/360
                  87   Y                       N                  Y               Actual/360                Day 1
                  88   Y                       N                  N               Actual/360
                  89   N                       N                  N               30/360
                  90   N                       N                  N               Actual/360
                  91   Y                       N                  N               Actual/360
                  92   Y                       N                  N               Actual/360
                  93   Y                       N                  N               Actual/360                Day 1
                  94   N                       N                  N               30/360
                  95   Y                       N                  Y               Actual/360
                  96   Y                       N                  N               Actual/360                Springing
                  97   N                       N                  N               Actual/360
                  98   Y                       N                  N               Actual/360
                  99   Y                       N                  N               Actual/360                Day 1
                 100   Y                       N                  N               Actual/360
                 101   Y                       N                  N               Actual/360
                 102   Y                       N                  N               Actual/360
                 103   Y                       N                  N               Actual/360
                 104   Y                       N                  N               Actual/360
                 105   Y                       N                  Y               Actual/360                Day 1
                 106   Y                       N                  N               Actual/360
                 107   Y                       N                  N               Actual/360                Springing
                 108   N                       N                  N               30/360
                 109   Y                       N                  N               Actual/360                Day 1
                 110   Y                       N                  N               Actual/360
                 111   Y                       N                  N               Actual/360                Day 1
                 112   Y                       N                  N               Actual/360
                 113   Y                       N                  N               Actual/360                Springing
                 114   Y                       N                  N               Actual/360
                 115   N                       N                  N               30/360
                 116   Y                       N                  N               Actual/360                Day 1
                 117   Y                       N                  N               Actual/360
                 118   Y                       N                  N               Actual/360
                 119   Y                       N                  N               Actual/360
                 120   Y                       N                  N               Actual/360                Day 1
                 121   Y                       N                  N               Actual/360                Day 1
                 122   Y                       N                  N               Actual/360                Springing
                 123   N                       N                  N               Actual/360
                 124   Y                       N                  N               Actual/360                Day 1
                 125   Y                       N                  N               Actual/360
                 126   Y                       N                  N               Actual/360                Springing
                 127   Y                       N                  N               Actual/360
                 128   Y                       N                  N               Actual/360
                 129   N                       N                  N               30/360                    Springing
                 130   Y                       N                  N               Actual/360
                 131   Y                       N                  N               Actual/360                Day 1
                 132   Y                       N                  N               Actual/360
                 133   Y                       N                  N               Actual/360
                 134   N                       N                  N               30/360                    Springing
                 135   Y                       N                  N               Actual/360
                 136   Y                       N                  N               Actual/360
                 137   Y                       N                  N               Actual/360
                 138   Y                       N                  N               Actual/360
                 139   Y                       N                  N               Actual/360
                 140   Y                       N                  N               Actual/360
                 141   Y                       N                  N               Actual/360
                 142   Y                       N                  N               Actual/360
                 143   Y                       N                  N               Actual/360                Day 1
                 144   Y                       N                  N               Actual/360
                 145   Y                       N                  N               Actual/360
              145.01
              145.02
              145.03
              145.04
              145.05
              145.06
                 146   Y                       N                  N               Actual/360
                 147   Y                       N                  N               Actual/360
                 148   Y                       N                  N               Actual/360
                 149   Y                       N                  N               Actual/360                Day 1
                 150   N                       N                  N               Actual/360
                 151   Y                       N                  N               Actual/360                Springing
                 152   Y                       N                  N               Actual/360                Springing
                 153   Y                       N                  N               Actual/360
                 154   Y                       N                  N               Actual/360
              154.01
              154.02
              154.03
                 155   Y                       N                  N               Actual/360
                 156   Y                       N                  N               Actual/360
                 157   Y                       N                  N               Actual/360                Springing
                 158   Y                       N                  N               Actual/360                Day 1
                 159   Y                       N                  N               Actual/360
                 160   Y                       N                  N               Actual/360
                 161   Y                       N                  N               Actual/360
                 162   Y                       N                  N               Actual/360
                 163   Y                       N                  N               Actual/360
                 164   Y                       N                  N               Actual/360
                 165   Y                       N                  N               Actual/360
                 166   Y                       N                  N               Actual/360
                 167   Y                       N                  N               Actual/360                Springing
                 168   Y                       N                  Y               Actual/360                Day 1
                 169   Y                       N                  N               Actual/360
                 170   Y                       N                  N               Actual/360                Day 1
                 171   Y                       N                  N               Actual/360
                 172   Y                       N                  N               Actual/360
                 173   Y                       N                  N               Actual/360
                 174   N                       N                  N               Actual/360
                 175   Y                       N                  N               Actual/360                Day 1
                 176   Y                       N                  N               Actual/360
                 177   Y                       N                  N               Actual/360                Day 1
                 178   Y                       N                  N               Actual/360
                 179   Y                       N                  N               Actual/360
                 180   N                       N                  N               Actual/360
                 181   Y                       N                  N               Actual/360
                 182   Y                       N                  N               Actual/360                Springing
                 183   Y                       N                  N               Actual/360
                 184   N                       N                  N               Actual/360
                 185   Y                       N                  N               Actual/360
                 186   Y                       N                  N               Actual/360
              186.01
              186.02
                 187   N                       N                  N               30/360                    Springing
                 188   Y                       N                  N               Actual/360
                 189   Y                       N                  N               Actual/360
                 190   Y                       N                  N               Actual/360
                 191   Y                       N                  N               Actual/360
                 192   Y                       N                  N               Actual/360                Day 1
                 193   Y                       N                  N               Actual/360
                 194   Y                       N                  N               Actual/360
                 195   Y                       N                  N               Actual/360
                 196   Y                       N                  N               Actual/360
                 197   Y                       N                  N               Actual/360
                 198   Y                       N                  N               Actual/360
                 199   N                       N                  N               Actual/360
                 200   Y                       N                  N               Actual/360                Springing
                 201   N                       N                  N               30/360
                 202   Y                       N                  N               Actual/360                Springing
                 203   Y                       N                  N               Actual/360
                 204   Y                       N                  N               Actual/360
                 205   Y                       N                  N               Actual/360                Springing
                 206   Y                       N                  N               Actual/360
                 207   Y                       N                  Y               Actual/360
                 208   N                       N                  N               Actual/360
                 209   N                       N                  N               Actual/360                Springing
                 210   Y                       N                  Y               Actual/360                Day 1
                 211   Y                       N                  N               Actual/360
                 212   Y                       N                  N               Actual/360                Springing
                 213   Y                       N                  N               Actual/360
                 214   Y                       N                  N               Actual/360                Springing
                 215   Y                       N                  N               Actual/360                Springing
                 216   Y                       N                  N               Actual/360                Springing
                 217   Y                       N                  N               Actual/360
                 218   Y                       N                  N               Actual/360
                 219   Y                       N                  N               Actual/360
                 220   Y                       N                  N               Actual/360                Day 1
                 221   Y                       N                  N               Actual/360
                 222   Y                       N                  N               Actual/360
                 223   Y                       N                  N               Actual/360
                 224   Y                       N                  N               Actual/360
                 225   Y                       N                  N               Actual/360                Springing
                 226   N                       N                  N               Actual/360
                 227   Y                       N                  N               Actual/360                Springing
                 228   Y                       N                  N               Actual/360
                 229   Y                       N                  N               Actual/360                Springing
                 230   Y                       N                  N               Actual/360                Day 1
                 231   Y                       N                  N               Actual/360                Day 1
                 232   Y                       N                  N               Actual/360
                 233   Y                       N                  N               Actual/360
                 234   N                       N                  N               Actual/360
                 235   Y                       N                  N               Actual/360
                 236   Y                       N                  N               Actual/360
                 237   Y                       N                  N               Actual/360
                 238   Y                       N                  N               Actual/360
                 239   Y                       N                  N               Actual/360
              239.01
              239.02
                 240   N                       N                  N               Actual/360
                 241   Y                       N                  N               Actual/360
                 242   Y                       N                  Y               Actual/360
                 243   Y                       N                  N               Actual/360
                 244   N                       N                  N               Actual/360                Springing
                 245   Y                       N                  N               Actual/360                Day 1
                 246   Y                       N                  N               Actual/360                Springing
                 247   Y                       N                  N               Actual/360
                 248   Y                       N                  N               Actual/360
                 249   Y                       N                  N               Actual/360                Day 1
                 250   Y                       N                  N               Actual/360                Springing
                 251   Y                       N                  N               Actual/360
                 252   N                       N                  N               Actual/360
                 253   N                       N                  N               Actual/360
                 254   Y                       N                  Y               Actual/360
                 255   Y                       N                  N               Actual/360                Day 1
                 256   Y                       N                  N               Actual/360                Springing
                 257   Y                       N                  N               Actual/360
                 258   Y                       N                  N               Actual/360                Day 1
                 259   N                       N                  N               Actual/360
                 260   Y                       N                  N               Actual/360
                 261   Y                       N                  N               Actual/360                Day 1
                 262   Y                       N                  N               Actual/360
                 263   Y                       N                  N               Actual/360
                 264   Y                       N                  N               Actual/360
                 265   N                       N                  N               Actual/360
                 266   Y                       N                  N               Actual/360
                 267   Y                       N                  N               Actual/360                Springing
                 268   Y                       N                  N               Actual/360
                 269   Y                       N                  Y               Actual/360                Day 1
              269.01
              269.02
                 270   Y                       N                  N               Actual/360
                 271   Y                       N                  N               Actual/360                Springing
                 272   Y                       N                  N               Actual/360
                 273   Y                       N                  N               Actual/360
                 274   Y                       N                  N               Actual/360
                 275   Y                       N                  N               Actual/360
                 276   Y                       N                  N               Actual/360
                 277   Y                       N                  N               Actual/360
                 278   N                       N                  N               Actual/360
                 279   Y                       N                  N               Actual/360
                 280   Y                       N                  N               Actual/360
                 281   Y                       N                  N               Actual/360                Day 1
                 282   Y                       N                  N               Actual/360
                 283   N                       N                  N               Actual/360
                 284   Y                       N                  N               Actual/360
                 285   Y                       N                  N               Actual/360
                 286   Y                       N                  N               Actual/360                Springing
                 287   Y                       N                  N               Actual/360
                 288   Y                       N                  N               Actual/360
                 289   Y                       N                  N               Actual/360
                 290   Y                       N                  N               Actual/360
                 291   Y                       N                  Y               Actual/360                Day 1
                 292   Y                       N                  N               Actual/360
                 293   Y                       N                  N               Actual/360                Springing
                 294   Y                       N                  N               Actual/360                Day 1
                 295   Y                       N                  N               Actual/360
                 296   Y                       N                  N               Actual/360
                 297   Y                       N                  N               Actual/360
                 298   Y                       N                  N               Actual/360                Day 1
                 299   Y                       N                  N               Actual/360
                 300   Y                       N                  N               Actual/360
                 301   Y                       N                  N               Actual/360
                 302   Y                       N                  N               Actual/360
                 303   Y                       N                  N               Actual/360                Day 1
                 304   Y                       N                  N               Actual/360
                 305   Y                       N                  N               Actual/360                Day 1

<CAPTION>
Mortgage Loan Number   Annual Deposit to Replacement Reserves   Initial Deposit to Capital Improvements Reserve
--------------------   --------------------------------------   -----------------------------------------------
<S>                    <C>                                      <C>

                   1                                  563,826                                            59,375
                1.01
                1.02
                1.03
                1.04
                1.05
                1.06
                1.07
                1.08
                1.09
                1.10
                   2                                   61,812                                           400,994
                   3                                  132,780
                   4                                   58,896
                   5
                   6
                   7                                1,116,246
                   8                                   67,463
                   9                                  674,319
                  10             2.0% of Yearly Gross Revenue
                  11                                   77,344                                           193,810
               11.01
               11.02
               11.03
                  12                                   50,502                                           107,050
                  13                                   56,507                                           218,750
                  14                                  221,730
               14.01
               14.02
                  15
                  16
                  17                                   40,149
                  18
                  19                                  572,592                                           125,431
                  20
                  21
                  22                                   43,636
                  23                                  438,300                                            39,000
                  24
                  25                                   47,201                                           280,000
               25.01
               25.02
               25.03
               25.04
               25.05
               25.06
               25.07
               25.08
               25.09
               25.10
               25.11
               25.12
               25.13
               25.14
               25.15
               25.16
                  26                                  371,659
                  27                                   38,294
                  28
                  29                                                                                     92,308
                  30                                  459,258                                             9,138
                  31                                    8,072
                  32                                   15,304                                            17,500
                  33                                   17,169
                  34
                  35                                  196,168
                  36                                   27,903                                             3,375
                  37                                   37,590                                             3,906
                  38                                   11,700                                            18,000
                  39                                                                                    217,690
                  40                                    3,691                                             8,750
                  41                                   30,950                                            12,359
                  42                                   63,600
                  43
                  44
                  45                                   60,000
                  46                                   34,484
                  47               2.0% Yearly Gross Revenues
                  48                                   24,147                                            17,850
                  49
                  50                                  355,374                                            11,075
                  51                                  238,649                                            25,738
                  52
                  53
                  54                                   41,500                                           123,025
                  55
                  56                                  452,713                                            72,188
                  57                                   23,013
                  58                                   87,500                                             9,825
                  59
                  60                                                                                    982,587
               60.01
               60.02
               60.03
                  61
                  62                                   46,018                                           356,250
                  63
                  64
                  65                                   11,750
                  66                                    8,088
                  67                                   13,997
                  68                                   18,395                                             6,250
                  69                                   37,750                                           209,688
                  70                                   26,848
                  71                                  214,993
                  72                                   46,400                                           205,000
                  73                                   90,277                                            27,500
                  74
                  75                                   66,000
                  76                                   42,804
                  77                                   44,800
                  78
                  79
                  80                                   11,405                                            68,744
                  81                                                                                     24,200
                  82                                   24,656
                  83                                   47,500                                            18,750
                  84            2.5% of Y early Gross Revenue                                            30,344
                  85
                  86                                   47,000
                  87
                  88                                                                                     10,938
                  89
                  90                                    7,220                                             4,375
                  91                                  108,328
                  92
                  93                                   27,029
                  94
                  95                                   17,756
                  96                                   23,514
                  97                                   36,049
                  98                                                                                     21,875
                  99                                   14,264                                            16,688
                 100                                   30,250
                 101                                  127,313
                 102                                   57,304                                           494,719
                 103                                   29,534
                 104                  4.0% of Yearly Revenues
                 105                                   23,496
                 106                                    7,200
                 107                                   50,000                                            23,813
                 108
                 109                                   77,848                                            49,909
                 110                                   20,400
                 111                                   62,976                                            44,410
                 112
                 113                                   25,556
                 114                                   18,250
                 115
                 116                                  146,000                                           155,211
                 117                                   41,250
                 118                                   32,112
                 119                                   29,449
                 120            4.0% of Yearly Gross Revenues
                 121                                   67,065
                 122                                    5,571
                 123                                   50,750                                            81,875
                 124               4.0% Yearly Gross Revenues
                 125                                   69,120                                            76,250
                 126                                   14,041
                 127                                    5,580
                 128                                                                                     25,094
                 129
                 130                                    4,847
                 131                                   38,100
                 132                                   36,500                                            48,125
                 133                                    5,133
                 134
                 135                                   75,504
                 136                                    7,022                                            15,625
                 137                                   32,000
                 138
                 139                                   29,172                                            15,519
                 140                                   16,336
                 141
                 142                                    5,460
                 143                                   49,389                                            28,419
                 144
                 145                                   18,500
              145.01
              145.02
              145.03
              145.04
              145.05
              145.06
                 146                                   18,016
                 147                                    1,293
                 148                                   42,188
                 149
                 150                                    8,569                                           160,625
                 151
                 152
                 153                                   12,417                                             9,375
                 154                                    8,620
              154.01
              154.02
              154.03
                 155                                                                                     76,729
                 156
                 157
                 158                                   42,174                                            11,750
                 159                                   27,000
                 160                                   26,000                                             4,680
                 161                                   28,750                                             2,156
                 162                                   34,072
                 163                                   18,345
                 164                                   60,648
                 165                                    6,969
                 166
                 167
                 168
                 169                                   22,050
                 170                                    3,766
                 171                                    6,356
                 172                                   15,400
                 173                                                                                      9,375
                 174                                   54,400
                 175
                 176                                   43,000                                            61,875
                 177                                   30,264                                             9,750
                 178
                 179                                    5,466
                 180                                    6,600                                            74,491
                 181                                   50,004
                 182
                 183                                                                                    625,000
                 184                                                                                      4,188
                 185                                    9,324
                 186                                    2,545                                             6,563
              186.01
              186.02
                 187
                 188                                   17,503
                 189                                    8,824
                 190
                 191                                    3,362
                 192                                   77,400
                 193                                                                                    243,571
                 194
                 195                                   29,250                                            89,000
                 196                                   38,250                                             1,875
                 197
                 198                                   35,904                                             5,000
                 199                                    2,841
                 200
                 201
                 202
                 203
                 204
                 205
                 206
                 207                                    3,639
                 208                                   68,268
                 209
                 210                                    5,641
                 211                                    6,756                                             3,125
                 212
                 213                                   29,691
                 214                                   17,736                                            75,000
                 215
                 216
                 217                                   10,750                                            12,500
                 218                                   12,500
                 219
                 220
                 221                                   12,000
                 222
                 223                                    7,250
                 224                                   12,038
                 225
                 226                                    9,845                                            12,500
                 227
                 228                                   59,528
                 229                                    3,442                                            63,250
                 230
                 231                                   25,920                                             5,625
                 232
                 233
                 234                                    7,518
                 235                                   66,324
                 236                                   64,188
                 237                                   10,238
                 238                                    2,828
                 239                                    2,510
              239.01
              239.02
                 240                                    3,051
                 241                                    6,325
                 242                                    9,901
                 243
                 244                                  110,940                                            64,688
                 245
                 246
                 247                                    3,185
                 248                                   57,400
                 249                                   34,695                                             7,375
                 250
                 251                                    4,814
                 252                                   13,897                                            10,000
                 253                                    2,933                                           111,928
                 254                                   10,195
                 255
                 256
                 257
                 258
                 259                                    7,825
                 260                                    4,355
                 261                                      749
                 262                                    1,561
                 263                                                                                     93,750
                 264                                   27,000                                            18,750
                 265                                    2,025
                 266                                    6,544
                 267                                    2,700
                 268                                    5,923
                 269                                    3,197                                            31,250
              269.01
              269.02
                 270
                 271
                 272                                    4,500                                             3,125
                 273                                      953
                 274                                   42,396
                 275                                    2,033
                 276
                 277                                    3,004
                 278
                 279                                   96,800
                 280                                    9,586                                            48,125
                 281                                    3,405
                 282
                 283                                    1,085
                 284                                    6,876                                             5,000
                 285                                   22,200                                             3,125
                 286
                 287
                 288                                    1,628
                 289                                   12,000
                 290                                    1,500
                 291                                    2,325
                 292                                    5,250
                 293                                      741
                 294                                    1,512
                 295                                    5,787
                 296                                    1,965
                 297                                   11,200
                 298                                    2,823
                 299                                    5,400
                 300
                 301                                    3,500                                             2,500
                 302                                    3,750                                            11,875
                 303                                      525
                 304                                    2,000                                             1,875
                 305

<CAPTION>
Mortgage Loan Number   Initial TI/LC Escrow   Ongoing TI/LC Footnote
--------------------   --------------------   ----------------------
<S>                    <C>                    <C>

                   1              3,304,625                       (2)
                1.01
                1.02
                1.03
                1.04
                1.05
                1.06
                1.07
                1.08
                1.09
                1.10
                   2                                              (2)
                   3
                   4             12,968,321
                   5              2,500,000
                   6
                   7
                   8                                              (2)
                   9
                  10
                  11                                              (2)
               11.01
               11.02
               11.03
                  12                400,000
                  13              1,000,000                       (2)
                  14
               14.01
               14.02
                  15
                  16              1,000,000
                  17                286,775                       (2)
                  18
                  19
                  20
                  21
                  22          2,000,000 / 0                       (2)
                  23
                  24
                  25                250,000                       (2)
               25.01
               25.02
               25.03
               25.04
               25.05
               25.06
               25.07
               25.08
               25.09
               25.10
               25.11
               25.12
               25.13
               25.14
               25.15
               25.16
                  26
                  27                                              (2)
                  28
                  29
                  30
                  31                                              (2)
                  32                400,000                       (2)
                  33
                  34
                  35
                  36                                              (2)
                  37                                              (2)
                  38
                  39              1,500,000
                  40                                              (2)
                  41                                              (2)
                  42
                  43
                  44
                  45
                  46                100,000                       (2)
                  47
                  48
                  49
                  50
                  51
                  52
                  53
                  54
                  55
                  56
                  57                500,000                       (2)
                  58
                  59
                  60
               60.01
               60.02
               60.03
                  61
                  62                                              (2)
                  63
                  64
                  65
                  66
                  67                                              (2)
                  68                                              (2)
                  69
                  70                                              (2)
                  71
                  72
                  73
                  74
                  75
                  76                750,000                       (2)
                  77
                  78
                  79                100,000                       (2)
                  80                                              (2)
                  81
                  82
                  83
                  84
                  85
                  86
                  87
                  88
                  89
                  90
                  91
                  92                                              (2)
                  93                100,000                       (2)
                  94
                  95                150,000                       (2)
                  96                                              (2)
                  97                                              (2)
                  98
                  99
                 100
                 101
                 102
                 103
                 104
                 105                 60,000
                 106
                 107
                 108
                 109
                 110
                 111
                 112
                 113                                              (2)
                 114
                 115
                 116
                 117
                 118                150,000
                 119
                 120
                 121
                 122                                              (2)
                 123
                 124
                 125
                 126                                              (2)
                 127
                 128
                 129
                 130                                              (2)
                 131
                 132
                 133                                              (2)
                 134
                 135
                 136
                 137
                 138
                 139
                 140                                              (2)
                 141
                 142
                 143
                 144
                 145
              145.01
              145.02
              145.03
              145.04
              145.05
              145.06
                 146                 50,000                       (2)
                 147
                 148
                 149
                 150                                              (2)
                 151
                 152
                 153                100,000                       (2)
                 154                                              (2)
              154.01
              154.02
              154.03
                 155
                 156
                 157
                 158
                 159
                 160
                 161
                 162
                 163
                 164
                 165                                              (2)
                 166
                 167
                 168
                 169
                 170                                              (2)
                 171
                 172
                 173
                 174                                              (2)
                 175
                 176
                 177                                              (2)
                 178
                 179                 30,000                       (2)
                 180                                              (2)
                 181
                 182
                 183
                 184
                 185                100,000                       (2)
                 186                                              (2)
              186.01
              186.02
                 187
                 188
                 189                                              (2)
                 190
                 191                                              (2)
                 192
                 193                                              (2)
                 194
                 195
                 196
                 197
                 198
                 199                                              (2)
                 200
                 201
                 202
                 203
                 204
                 205
                 206
                 207                 75,000                       (2)
                 208
                 209
                 210              1,116,495
                 211
                 212
                 213
                 214                                              (2)
                 215
                 216
                 217
                 218
                 219
                 220
                 221
                 222                                              (2)
                 223
                 224
                 225
                 226                                              (2)
                 227
                 228
                 229                                              (2)
                 230
                 231
                 232
                 233
                 234
                 235
                 236
                 237
                 238                                              (2)
                 239
              239.01
              239.02
                 240                                              (2)
                 241                 30,000                       (2)
                 242
                 243
                 244
                 245
                 246
                 247                                              (2)
                 248
                 249
                 250
                 251
                 252                                              (2)
                 253                                              (2)
                 254
                 255
                 256
                 257                                              (2)
                 258
                 259
                 260
                 261
                 262                 50,000                       (2)
                 263
                 264                300,000                       (2)
                 265                                              (2)
                 266
                 267
                 268                                              (2)
                 269                632,766
              269.01
              269.02
                 270
                 271
                 272
                 273                                              (2)
                 274
                 275                                              (2)
                 276
                 277                                              (2)
                 278
                 279
                 280                 20,000                       (2)
                 281                 75,000
                 282
                 283                                              (2)
                 284
                 285
                 286
                 287                 13,845                       (2)
                 288                                              (2)
                 289
                 290                                              (2)
                 291                460,136
                 292
                 293                                              (2)
                 294                                              (2)
                 295                 65,000                       (2)
                 296                                              (2)
                 297
                 298                 50,000                       (2)
                 299
                 300                                              (2)
                 301
                 302
                 303                                              (2)
                 304
                 305
</TABLE>

(1) Two Mortgage Loans, representing 11.3% of the Cut-Off Date Pool Balance, are
part of split loan structures and the related pari passu companion loans are not
included in the trust fund with respect to each Mortgage Loan, unless otherwise
specified.

(2) In addition to any such escrows funded at loan closing for potential TI/LC,
these Mortgage Loans require funds to be escrowed during some or all of the loan
terms for TI/LC expenses, which may be incurred during the loan term. In certain
instances, escrowed funds may be released to the borrower upon satisfaction of
certain leasing conditions.

(3) For purposes of determining the DSCR for 13 Mortgage Loans, representing
7.4% of the Cut-Off Date Pool Balance, such ratio was adjusted by taking into
account amounts available under certain letters of credit and/or cash reserves.

(4) For purposes of determining the Tenant Percent of NRA, such percentages were
calculated based upon the net rentable commercial area (715,601 SF).

(5) After the first loan year, Annual Deposit to Replacement Reserves is 4.0% of
yearly revenues thereafter.

(6) After the first loan year, Annual Deposit to Replacement Reserves is 3.0% of
yearly gross revenue for the second loan year and 4.0% thereafter.

(7) Annual Deposit to Replacement Reserves commences January 11, 2008.

(8) Proceeds equal to the loan amount per pad ($45,500) from subsequent
shareholder sales will be escrowed in an interest bearing account with 50% of
the escrowed proceeds applied to reduce principal with no penalty with the
remaining funds held in escrow and used for capital improvements or impound
subsidy. Said pay down of principal will be allowed once annually on February
11th, beginning February 11, 2007. Principal reduction of more than 10% of the
loan or a full pay-off of the loan will be subject to yield maintenance.

(9) For purposes of determining the LTV ratio for 2 Mortgage Loans, representing
1.0% of the Cut-Off Date Pool Balance, such ratio was adjusted by taking into
account amounts available under certain letters of credit and/or cash reserves.
In addition, with respect to certain Mortgage Loans, "as stabilized" appraised
values (as defined in the appraisal) were used as opposed to "as is" appraised
values. See RISK FACTORS - The Mortgage Loans - Inspections and Appraisals May
Not Accurately Reflect Value

(10) Annual Deposit to Replacement Reserves is $24,147 for the first four years.

(11) Annual Deposit to Replacement Reserves commences August 11, 2006.

(12) An additional $50,000 in February, March, April, and May of 2006 and
$40,000 in January, February, March, April, and May of 2007 will be escrowed to
replacement reserves in conjunction with the Property Improvement Plan.

(13) With respect to the Beekman Stop & Shop Mortgage Loan, the related borrower
is required to pay down the principal in the amount of $1,320,000 and all the
accrued interest to date, if and on the date which, the anchor tenant terminates
its lease with respect to the unimproved portion of the mortgage property; and
any other sums due under the related mortgage loan documents, including any
prepayment consideration.

(14) With respect to four Mortgage Loans, representing 0.4% of the Cut-Off Date
Pool Balance, entire amounts of respective Earnout Reserves have been released.

(15) With respect to the Mutual of Omaha Mortgage Loan, the borrower is a
guarantor under the Perkins Restaurant & Bakery Pool Mortgage Loan. The Mutual
of Omaha Mortgage Loan and the Perkins Restaurant & Bakery Mortgage Loan are
cross-defaulted with each of the other mortgage loans, but they are not
cross-collateralized; provided, however, the Mutual of Omaha Mortgage Loan
Property serves as additional collateral for the Perkins Restaurant & Bakery
Pool Mortgage Loan. The Perkins Restaurant & Bakery Pool Mortgage Loan Property
does not serve as additional collateral for the Mutual of Omaha Loan.

<PAGE>

                                   EXHIBIT C-1

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
                ------------------------------------------------


<TABLE>
<CAPTION>

Collateral ID   Property Name                                  Investor ID   AlternateLoanID      Loan Amount
-------------   --------------------------------------------   -----------   ---------------   --------------
<S>             <C>                                            <C>           <C>               <C>
12006C23        Prime I Retail Outlets                            Wachovia           2851519   630,680,000.00
32006C23        620 Avenue of the Americas                        Wachovia           2853497   205,000,000.00
102006C23       Doubletree Hotel - Chicago                        Wachovia           2853671    54,000,000.00
112006C23       Horizon Portfolio                                 Wachovia           2853853    54,000,000.00
132006C23       3500 Maple                                        Wachovia           2854034    47,000,000.00
472006C23       Doubletree Hotel - Atlanta Perimeter              Wachovia           2853672    20,000,000.00
602006C23       Lake Wales Plaza                                  Wachovia           2853669    16,870,000.00
702006C23       Lansing Towne Centre                              Wachovia           2853006    13,500,000.00
912006C23       TownePlace Suites Hotel                           Wachovia           3850168    11,000,000.00
1272006C23      Mt. Village MHP                                   Wachovia           2853768     7,920,000.00
1412006C23      Almany Investors - Douglas Cove                   Wachovia           2852554     6,600,000.00
1632006C23      Sulphur Spring Business Center                    Wachovia           2853652     5,500,000.00
1972006C23      Walgreens - Charlotte, NC                         Wachovia           2852406     4,350,000.00
1982006C23      Berkeley Flats                                    Wachovia           2854098     4,300,000.00


12006C23        Prime I Retail Outlets                            Wachovia           2851519   630,680,000.00
22006C23        1775 Broadway                                     Wachovia           9850119   250,000,000.00
72006C23        The InterContinental Hotel Kansas City            Wachovia           1000003    73,500,000.00
82006C23        Britannia Business Center - TIC 1                 Wachovia           2853334    60,000,000.00
92006C23        Dallas Marriot Las Colinas                        Wachovia           2853046    60,000,000.00
102006C23       Doubletree Hotel - Chicago                        Wachovia           2853671    54,000,000.00
112006C23       Horizon Portfolio                                 Wachovia           2853853    54,000,000.00
122006C23       Huntington Oaks Shopping Center                   Wachovia           2853710    51,000,000.00
132006C23       3500 Maple                                        Wachovia           2854034    47,000,000.00
142006C23       The Lodge of Overland Park                        Wachovia           2853726    46,480,000.00
152006C23       Sunmark Plaza                                     Wachovia           2853545    45,850,000.00
172006C23       Parkway Corporate Plaza                           Wachovia           2853580    44,500,000.00
192006C23       Renaissance Philadephia                           Wachovia           2853871    40,000,000.00
202006C23       Mountain Bay                                      Wachovia           2854316    39,500,000.00
212006C23       Monte Verde Apartments                            Wachovia           2853950    37,600,000.00
222006C23       Hohokam Towers                                    Wachovia           2854663    35,000,000.00
232006C23       Saddle Brook Marriott                             Wachovia           2853869    33,500,000.00
242006C23       1100 Technology Park Drive                        Wachovia           2850397    32,574,000.00
262006C23       Marriot Richmond                                  Wachovia           2853868    31,500,000.00
272006C23       100 Motor Parkway                                 Wachovia           2852687    31,150,000.00
282006C23       Cal Oaks Plaza                                    Wachovia           2853077    27,100,000.00
292006C23       Cavalier Country Club Apartments                  Wachovia           2853995    26,700,000.00
302006C23       Crowne Plaza St. Louis                            Wachovia           2853865    26,500,000.00
322006C23       Mission Square                                    Wachovia           2854118    24,225,000.00
332006C23       215 South Monroe Building                         Wachovia           2854036    24,000,000.00
342006C23       594 Broadway                                      Wachovia           2853617    24,000,000.00
372006C23       1200 Wall Street                                  Wachovia           2854012    22,000,000.00
382006C23       353 Lexington Avenue                              Wachovia           9850203    22,000,000.00
402006C23       The Shoppes at Heron Lakes                        Wachovia           2851637    21,000,000.00
422006C23       Summit Green Apartments                           Wachovia           2853749    20,500,000.00
432006C23       Gemini - Dublin Retirement Village                Wachovia           2853796    20,358,000.00
442006C23       Waterford Place Apartments                        Wachovia           2853907    20,293,000.00
472006C23       Doubletree Hotel - Atlanta Perimeter              Wachovia           2853672    20,000,000.00
482006C23       University Place Carbondale                       Wachovia           2853076    19,925,000.00
502006C23       Crowne Plaza Romulus                              Wachovia           2853864    19,500,000.00
512006C23       Marriot Evansville                                Wachovia           2853867    19,500,000.00
522006C23       AMC Megaplex                                      Wachovia           2853963    19,250,000.00
552006C23       Gemini - West Park Place                          Wachovia           2853797    17,628,000.00
572006C23       Ygnacio Valley Road                               Wachovia           2854390    17,000,000.00
582006C23       Colonial Village at Caledon Wood                  Wachovia           2854425    17,000,000.00
592006C23       Marina Pointe                                     Wachovia           2853568    17,000,000.00
602006C23       Lake Wales Plaza                                  Wachovia           2853669    16,870,000.00
612006C23       Grande Club                                       Wachovia           2853826    16,500,000.00
632006C23       Townpark Crossing                                 Wachovia           2853835    15,500,000.00
642006C23       Sierra at Fall Creek                              Wachovia           2854202    15,500,000.00
652006C23       Shoppes at Cornerstone                            Wachovia           2852370    14,360,000.00
702006C23       Lansing Towne Centre                              Wachovia           2853006    13,500,000.00
712006C23       3Courtyard Carolina Beach                         Wachovia           2853774    13,400,000.00
722006C23       Ravinia Apartments                                Wachovia           2854070    13,150,000.00
752006C23       Arvada Village                                    Wachovia           2854537    12,613,000.00
772006C23       Alexan Town East Apartments                       Wachovia           2853678    12,285,000.00
772006C23       Alexan Town East Apartments                       Wachovia           2853678    12,285,000.00
812006C23       Chatham Crossing                                  Wachovia           2854063    11,700,000.00
822006C23       Adrian on Riverside                               Wachovia           2853682    11,500,000.00
852006C23       Cole Kohl's Lakewood CO                           Wachovia           2853386    11,440,000.00
862006C23       Dakota Ranch Apartments                           Wachovia           2853985    11,300,000.00
872006C23       DEA/ATF Building                                  Wachovia           2852180    11,280,000.00
882006C23       Waterford Landing at Hermitage                    Wachovia           2853839    11,100,000.00
902006C23       Shops at Hammock Cove                             Wachovia           2853619    11,000,000.00
912006C23       TownePlace Suites Hotel                           Wachovia           3850168    11,000,000.00
962006C23       990 Spring Garden Street                          Wachovia           2853902    10,560,000.00
1002006C23      Carlton Park Apartments                           Wachovia           2853798    10,300,000.00
1012006C23      Holiday Inn - Lake City, FL                       Wachovia           2853427    10,200,000.00
1022006C23      Blackstone Acres                                  Wachovia           2854249    10,000,000.00
1032006C23      Legacy at Prescott Lakes                          Wachovia           2853730    10,000,000.00
1042006C23      Holiday Inn Phoenix West                          Wachovia           2854616    10,000,000.00
1062006C23      Audubon MHP - Hereford & Mt. Scene                Wachovia           2853690     9,760,000.00
1072006C23      The Landing                                       Wachovia           2854429     9,700,000.00
1122006C23      Gemini - Woodland Terrace                         Wachovia           2853808     8,970,000.00
1132006C23      Northwest Plaza                                   Wachovia           2850567     8,820,000.00
1142006C23      Gables at Wolf Creek                              Wachovia           2854187     8,600,000.00
1172006C23      Duval Manor Apartments                            Wachovia           2854027     8,400,000.00
1192006C23      Arbutus Business Center                           Wachovia           2853557     8,250,000.00
1202006C23      Holiday Inn Express Phoenix                       Wachovia           2854552     8,200,000.00
1222006C23      Shorewood Crossing - Phase II                     Wachovia           2852479     8,175,000.00
1242006C23      Hilton Garden Inn-Phoenix                         Wachovia           2852809     8,050,000.00
1242006C23      Hilton Garden Inn-Phoenix                         Wachovia           2852809     8,050,000.00
1272006C23      Mt. Village MHP                                   Wachovia           2853768     7,920,000.00
1282006C23      WOW Logistics - 1941 Engel Road                   Wachovia           2853001     7,934,000.00
1322006C23      Greene Manor Apartments                           Wachovia           2853799     7,390,000.00
1332006C23      Peakway Market Square                             Wachovia           2853876     7,350,000.00
1362006C23      Cedar Bluff Shopping Center                       Wachovia           2853043     7,160,000.00
1382006C23      Gemini - Burgandy Place                           Wachovia           2853795     6,864,000.00
1392006C23      Sea Pines Apartments                              Wachovia           2853942     6,655,000.00
1412006C23      Almany Investors - Douglas Cove                   Wachovia           2852554     6,600,000.00
1422006C23      Taylor Junction Publix                            Wachovia           2850898     6,500,000.00
1442006C23      Buena Vista I                                     Wachovia           2854454     6,400,000.00
1452006C23      Tuffy Apartments                                  Wachovia           2854191     6,300,000.00
1472006C23      CVS - 400 Massachusetts Avenue                    Wachovia         502824504     6,200,000.00
1482006C23      WOW Logistics - Concord Ave.                      Wachovia           2853000     6,042,000.00
1512006C23      Walgreens Feasterville                            Wachovia           2854146     5,992,000.00
1522006C23      Walgreens Southfield                              Wachovia           2854142     5,989,000.00
1542006C23      Arnold Building I                                 Wachovia           2854303     5,830,000.00
1552006C23      Pepperstone Place                                 Wachovia           2853908     5,720,000.00
1562006C23      10 Campus Boulevard                               Wachovia           2854242     5,700,000.00
1572006C23      Walgreens Taylor                                  Wachovia           2854139     5,707,000.00
1592006C23      Arvada Green                                      Wachovia           2854544     5,550,000.00
1602006C23      Meridian Village Apts.                            Wachovia           2854216     5,550,000.00
1612006C23      West Hills Apartments                             Wachovia           2854097     5,500,000.00
1622006C23      Piney Ridge Apartments                            Wachovia           2853321     5,500,000.00
1632006C23      Sulphur Spring Business Center                    Wachovia           2853652     5,500,000.00
1672006C23      Cole Walgreens-Metairie, LA                       Wachovia           2852662     5,400,000.00
1672006C23      Cole Walgreens-Metairie, LA                       Wachovia           2852662     5,400,000.00
1682006C23      SSA -Austin, TX                                   Wachovia           2852182     5,390,700.00
1722006C23      Weatherbee Townhomes                              Wachovia           2853962     5,200,000.00
1752006C23      Best Buy - Oxnard                                 Wachovia           2854182     5,150,000.00
1792006C23      Springfield Gardens                               Wachovia           2853567     5,100,000.00
1842006C23      Habersham House                                   Wachovia           2853110     5,000,000.00
1862006C23      Cordova Dexter                                    Wachovia           2854404     4,920,000.00
1902006C23      Walgreens Claremore                               Wachovia           2854261     4,719,000.00
1912006C23      White Horse Commons                               Wachovia           2853528     4,600,000.00
1942006C23      Walgreens - York, PA                              Wachovia           2853319     4,420,000.00
1972006C23      Walgreens - Charlotte, NC                         Wachovia           2852406     4,350,000.00
1982006C23      Berkeley Flats                                    Wachovia           2854098     4,300,000.00
2002006C23      Walgreens Saginaw                                 Wachovia           2854141     4,291,000.00
2022006C23      Walgreens Flushing                                Wachovia           2854140     4,244,000.00
2042006C23      Walgreens - Pittsburgh                            Wachovia           2852702     4,150,000.00
2052006C23      Walgreens Stevensville                            Wachovia           2854143     4,114,000.00
2062006C23      Walgreens - Reynoldsburg, OH                      Wachovia           2853318     4,110,000.00
2132006C23      WOW Logistics - Marshfield                        Wachovia           2853004     3,952,000.00
2162006C23      Walgreens Elk City                                Wachovia           2854147     3,714,000.00
2182006C23      WOW Logistics - Chippewa Falls                    Wachovia           2853003     3,572,000.00
2192006C23      Walgreens Rainbow City                            Wachovia           2854238     3,544,000.00
2202006C23      Deland Plaza                                      Wachovia           2853667     3,550,000.00
2272006C23      CVS Baton Rouge                                   Wachovia           2854263     3,479,000.00
2322006C23      CVS - New Iberia                                  Wachovia           2853350     3,347,000.00
2332006C23      Walgreen's - Covington                            Wachovia           2853352     3,275,000.00
2432006C23      Walgreens - Dyersburg, TN                         Wachovia           2853317     2,935,000.00
2462006C23      Cole Walgreens Brainerd, MN                       Wachovia           2853366     2,814,000.00
2562006C23      Cole WAG Natchitoches LA                          Wachovia           2853466     2,511,000.00
2702006C23      Walgreens Houston                                 Wachovia           2852850     2,252,000.00
2822006C23      CVS-Houston                                       Wachovia           2854321     1,936,185.00
2862006C23      Cole Tractor Supply Parkersburg WV                Wachovia           2853260     1,793,000.00
2872006C23      Brice Road Retail                                 Wachovia           2854039     1,750,000.00
2882006C23      North Towne Center                                Wachovia           2853409     1,750,000.00
2992006C23      WOW Logistics - IP Building                       Wachovia           2853010     1,100,000.00
3052006C23      Lake Wales No. 60                                 Wachovia           2853668       580,000.00


22006C23        1775 Broadway                                     Wachovia           9850119   250,000,000.00
32006C23        620 Avenue of the Americas                        Wachovia           2853497   205,000,000.00
62006C23        Clay Terrace                                          NCCI         LF31329A1   115,000,000.00
72006C23        The InterContinental Hotel Kansas City            Wachovia           1000003    73,500,000.00
92006C23        Dallas Marriot Las Colinas                        Wachovia           2853046    60,000,000.00
102006C23       Doubletree Hotel - Chicago                        Wachovia           2853671    54,000,000.00
122006C23       Huntington Oaks Shopping Center                   Wachovia           2853710    51,000,000.00
132006C23       3500 Maple                                        Wachovia           2854034    47,000,000.00
142006C23       The Lodge of Overland Park                        Wachovia           2853726    46,480,000.00
152006C23       Sunmark Plaza                                     Wachovia           2853545    45,850,000.00
182006C23       Ranchero Village Co-Op, Inc.                          NCCI         CF3377700    43,000,000.00
192006C23       Renaissance Philadephia                           Wachovia           2853871    40,000,000.00
1A2006C23       Prime Outlets at San Marcos                       Wachovia          2851519J             0.00
1B2006C23       Prime Outlets at Grove City                       Wachovia          2851519C             0.00
1C2006C23       Prime Outlets at Ellenton                         Wachovia          2851519A             0.00
1D2006C23       Prime Outlets at Jeffersonville                   Wachovia          2851519F             0.00
1E2006C23       Prime Outlets at Pleasant Prairie                 Wachovia          2851519I             0.00
1F2006C23       Prime Outlets at Huntley                          Wachovia          2851519E             0.00
1G2006C23       Prime Outlets at Gulfport                         Wachovia          2851519D             0.00
1H2006C23       Prime Outlets at Naples                           Wachovia          2851519H             0.00
1I2006C23       Prime Outlets at Lebanon                          Wachovia          2851519G             0.00
1J2006C23       Prime Outlets at Florida City                     Wachovia          2851519B             0.00
232006C23       Saddle Brook Marriott                             Wachovia           2853869    33,500,000.00
262006C23       Marriot Richmond                                  Wachovia           2853868    31,500,000.00
272006C23       100 Motor Parkway                                 Wachovia           2852687    31,150,000.00
302006C23       Crowne Plaza St. Louis                            Wachovia           2853865    26,500,000.00
332006C23       215 South Monroe Building                         Wachovia           2854036    24,000,000.00
342006C23       594 Broadway                                      Wachovia           2853617    24,000,000.00
342006C23       594 Broadway                                      Wachovia           2853617    24,000,000.00
352006C23       Homewood Suites - Long Island, NY                  Artesia      010-00001483    23,700,000.00
372006C23       1200 Wall Street                                  Wachovia           2854012    22,000,000.00
382006C23       353 Lexington Avenue                              Wachovia           9850203    22,000,000.00
382006C23       353 Lexington Avenue                              Wachovia           9850203    22,000,000.00
402006C23       The Shoppes at Heron Lakes                        Wachovia           2851637    21,000,000.00
442006C23       Waterford Place Apartments                        Wachovia           2853907    20,293,000.00
472006C23       Doubletree Hotel - Atlanta Perimeter              Wachovia           2853672    20,000,000.00
502006C23       Crowne Plaza Romulus                              Wachovia           2853864    19,500,000.00
512006C23       Marriot Evansville                                Wachovia           2853867    19,500,000.00
522006C23       AMC Megaplex                                      Wachovia           2853963    19,250,000.00
532006C23       Rave Theater                                          NCCI         CF3220200    17,889,015.00
542006C23       Villa Medici Apartments                               NCCI         CF3326400    17,730,000.00
582006C23       Colonial Village at Caledon Wood                  Wachovia           2854425    17,000,000.00
612006C23       Grande Club                                       Wachovia           2853826    16,500,000.00
632006C23       Townpark Crossing                                 Wachovia           2853835    15,500,000.00
642006C23       Sierra at Fall Creek                              Wachovia           2854202    15,500,000.00
652006C23       Shoppes at Cornerstone                            Wachovia           2852370    14,360,000.00
692006C23       Balboa Court                                          NCCI         CF3133100    13,860,000.00
712006C23       3Courtyard Carolina Beach                         Wachovia           2853774    13,400,000.00
742006C23       The Orchard Shopping Center                           NCCI         CF2929100    12,987,015.00
752006C23       Arvada Village                                    Wachovia           2854537    12,613,000.00
762006C23       Sunshine Park Mall                                 Artesia      010-00001457    12,500,000.00
782006C23       Giant Eagle                                           NCCI         CF3131700    12,154,118.00
812006C23       Chatham Crossing                                  Wachovia           2854063    11,700,000.00
822006C23       Adrian on Riverside                               Wachovia           2853682    11,500,000.00
832006C23       Greens At Forest Park                                 NCCI         CF3051000    11,500,000.00
882006C23       Waterford Landing at Hermitage                    Wachovia           2853839    11,100,000.00
892006C23       Broadway Commons                                      NCCI         CF3214500    11,000,000.00
902006C23       Shops at Hammock Cove                             Wachovia           2853619    11,000,000.00
912006C23       TownePlace Suites Hotel                           Wachovia           3850168    11,000,000.00
942006C23       Northwood Crossings                                   NCCI         CF3370000    10,690,800.00
962006C23       990 Spring Garden Street                          Wachovia           2853902    10,560,000.00
1022006C23      Blackstone Acres                                  Wachovia           2854249    10,000,000.00
1032006C23      Legacy at Prescott Lakes                          Wachovia           2853730    10,000,000.00
1042006C23      Holiday Inn Phoenix West                          Wachovia           2854616    10,000,000.00
1062006C23      Audubon MHP - Hereford & Mt. Scene                Wachovia           2853690     9,760,000.00
1072006C23      The Landing                                       Wachovia           2854429     9,700,000.00
1082006C23      Mountain View                                         NCCI         CF3108100     9,645,224.00
1102006C23      Bierman Place Apartments                           Artesia      010-00001478     9,350,000.00
1132006C23      Northwest Plaza                                   Wachovia           2850567     8,820,000.00
1142006C23      Gables at Wolf Creek                              Wachovia           2854187     8,600,000.00
1152006C23      Royal Oaks Village II                                 NCCI         CF3132300     8,550,000.00
1172006C23      Duval Manor Apartments                            Wachovia           2854027     8,400,000.00
11A2006C23      Prime Outlets at Burlington                       Wachovia          2853853A             0.00
11B2006C23      Prime Outlets at Oshkosh                          Wachovia          2853853C             0.00
11C2006C23      Prime Outlets at Fremont                          Wachovia          2853853B             0.00
1202006C23      Holiday Inn Express Phoenix                       Wachovia           2854552     8,200,000.00
1242006C23      Hilton Garden Inn-Phoenix                         Wachovia           2852809     8,050,000.00
1252006C23      Hunter's Run                                          NCCI         CF3376300     8,000,000.00
1262006C23      Baymeadows Commons                                 Artesia      010-00001460     8,000,000.00
1272006C23      Mt. Village MHP                                   Wachovia           2853768     7,920,000.00
1292006C23      Wild Oats Market                                      NCCI         CF3137400     7,469,000.00
1342006C23      Beekman Stop & Shop                                   NCCI         CF2928800     7,348,880.00
1342006C23      Beekman Stop & Shop                                   NCCI         CF2928800     7,348,880.00
1352006C23      Spanish Creek                                         NCCI         CF3058900     7,225,000.00
1362006C23      Cedar Bluff Shopping Center                       Wachovia           2853043     7,160,000.00
1372006C23      Lexington Club at Galleria                            NCCI         CF3375200     7,000,000.00
1402006C23      Loveland Marketplace - North                       Artesia      010-00001503     6,625,000.00
1422006C23      Taylor Junction Publix                            Wachovia           2850898     6,500,000.00
1442006C23      Buena Vista I                                     Wachovia           2854454     6,400,000.00
1512006C23      Walgreens Feasterville                            Wachovia           2854146     5,992,000.00
1522006C23      Walgreens Southfield                              Wachovia           2854142     5,989,000.00
1532006C23      Roswell Fiesta                                     Artesia      010-00001450     5,880,000.00
1542006C23      Arnold Building I                                 Wachovia           2854303     5,830,000.00
1552006C23      Pepperstone Place                                 Wachovia           2853908     5,720,000.00
1562006C23      10 Campus Boulevard                               Wachovia           2854242     5,700,000.00
1572006C23      Walgreens Taylor                                  Wachovia           2854139     5,707,000.00
1592006C23      Arvada Green                                      Wachovia           2854544     5,550,000.00
1612006C23      West Hills Apartments                             Wachovia           2854097     5,500,000.00
1622006C23      Piney Ridge Apartments                            Wachovia           2853321     5,500,000.00
1642006C23      Boone Fairfield Inn - N.C.                            NCCI         CF3291200     5,475,000.00
1692006C23      Hidden Village Apartments                             NCCI         CF3316700     5,345,000.00
1712006C23      Anchor Self-Storage - Mashpee, MA                  Artesia      010-00001471     5,225,000.00
1722006C23      Weatherbee Townhomes                              Wachovia           2853962     5,200,000.00
1732006C23      Jessica Apartments                                    NCCI         CF3142400     5,200,000.00
1752006C23      Best Buy - Oxnard                                 Wachovia           2854182     5,150,000.00
1762006C23      Brushwood Apartments                                  NCCI         CF3092400     5,120,000.00
1772006C23      American Way Plaza                                    NCCI         CF3103200     5,100,000.00
1782006C23      Orchid Lake RV                                        NCCI         CF3370600     5,100,000.00
1822006C23      CVS-Somerville, MA                                 Artesia      010-00001473     5,030,000.00
1852006C23      Atlantic Plaza                                     Artesia      010-00001481     5,000,000.00
1862006C23      Cordova Dexter                                    Wachovia           2854404     4,920,000.00
1872006C23      Travelers Office                                      NCCI         CF3345600     4,864,861.00
1882006C23      Marlton Plaza                                      Artesia      010-00001444     4,820,000.00
1902006C23      Walgreens Claremore                               Wachovia           2854261     4,719,000.00
1912006C23      White Horse Commons                               Wachovia           2853528     4,600,000.00
1922006C23      Wingate Inn                                           NCCI         CF3013400     4,600,000.00
1942006C23      Walgreens - York, PA                              Wachovia           2853319     4,420,000.00
1972006C23      Walgreens - Charlotte, NC                         Wachovia           2852406     4,350,000.00
1982006C23      Berkeley Flats                                    Wachovia           2854098     4,300,000.00
2002006C23      Walgreens Saginaw                                 Wachovia           2854141     4,291,000.00
2012006C23      Stony Creek Marketplace (Phase II)                    NCCI         CF3251800     4,279,121.00
2022006C23      Walgreens Flushing                                Wachovia           2854140     4,244,000.00
2032006C23      Alondra & Peter Pan MHP's                             NCCI         CF3222200     4,160,000.00
2042006C23      Walgreens - Pittsburgh                            Wachovia           2852702     4,150,000.00
2052006C23      Walgreens Stevensville                            Wachovia           2854143     4,114,000.00
2062006C23      Walgreens - Reynoldsburg, OH                      Wachovia           2853318     4,110,000.00
2072006C23      South Creek Center                                 Artesia      010-00001470     4,100,000.00
2082006C23      Mt. Pleasant Quality Inn - S.C.                       NCCI         CF3291800     4,100,000.00
2092006C23      Horizon Corporate Center II                        Artesia      010-00001453     4,100,000.00
2152006C23      Walgreens - Greendale, IN                          Artesia      010-00001486     3,800,000.00
2162006C23      Walgreens Elk City                                Wachovia           2854147     3,714,000.00
2192006C23      Walgreens Rainbow City                            Wachovia           2854238     3,544,000.00
2232006C23      Truman Building                                    Artesia      010-00001510     3,500,000.00
2242006C23      Storaway - Nashville, TN                           Artesia      010-00001424     3,485,000.00
2252006C23      CVS-Schaumburg, IL                                 Artesia      010-00001451     3,500,000.00
2352006C23      Boone Comfort Suites - NC                             NCCI         CF3291500     3,100,000.00
2362006C23      Sleep Inn and Suites - Concord                        NCCI         CF3291700     3,100,000.00
2372006C23      Storaway - Palm Bay, FL                            Artesia      010-00001425     3,065,000.00
2412006C23      Alhambra Office / Warehouse                        Artesia      010-00001467     2,960,000.00
2422006C23      Storaway - Deltona, FL II                          Artesia      010-00001423     2,950,000.00
2432006C23      Walgreens - Dyersburg, TN                         Wachovia           2853317     2,935,000.00
2562006C23      Cole WAG Natchitoches LA                          Wachovia           2853466     2,511,000.00
2582006C23      CVS - Channelview, TX                              Artesia      010-00001430     2,500,000.00
25A2006C23      Mobile, AL                                         Artesia     010-00001442M             0.00
25B2006C23      Little Rock, AK                                    Artesia     010-00001442I             0.00
25C2006C23      Raleigh, NC                                        Artesia     010-00001442O             0.00
25E2006C23      Birmingham, AL                                     Artesia     010-00001442A             0.00
25H2006C23      Columbus, MS                                       Artesia     010-00001442B             0.00
25J2006C23      Greenville, NC                                     Artesia     010-00001442F             0.00
25L2006C23      Henderson, NC                                      Artesia     010-00001442G             0.00
25M2006C23      Fairhope, AL                                       Artesia     010-00001442D             0.00
25N2006C23      Moss Point, MS                                     Artesia     010-00001442N             0.00
25O2006C23      Richmond, KY                                       Artesia     010-00001442P             0.00
25P2006C23      Lawrenceburg, TN                                   Artesia     010-00001442H             0.00
2602006C23      Anchor Self-Storage - Narragansett, RI             Artesia      010-00001472     2,475,000.00
2662006C23      Storaway - Deltona I, FL                           Artesia      010-00001422     2,300,000.00
2672006C23      U.S. Social Security Administration Building       Artesia      010-00001475     2,300,000.00
2702006C23      Walgreens Houston                                 Wachovia           2852850     2,252,000.00
2742006C23      Comfort Inn- Lenoir                                   NCCI         CF3292900     2,050,000.00
2752006C23      Hattiesburg Retail                                    NCCI         CF3379600     2,000,000.00
2762006C23      Tan Tara MHP                                          NCCI         CF3387200     2,000,000.00
2822006C23      CVS-Houston                                       Wachovia           2854321     1,936,185.00
2852006C23      Oak Tree East Apartments                              NCCI         CF3248700     1,850,000.00
2862006C23      Cole Tractor Supply Parkersburg WV                Wachovia           2853260     1,793,000.00
2872006C23      Brice Road Retail                                 Wachovia           2854039     1,750,000.00
2882006C23      North Towne Center                                Wachovia           2853409     1,750,000.00
2892006C23      Birchwood Apartments                               Artesia      010-00001496     1,725,000.00
2942006C23      Blockbuster Plaza                                     NCCI         CF3264800     1,560,000.00
2962006C23      Cruse Village                                         NCCI         CF3301700     1,508,000.00
2972006C23      Summit Terrace Apts.                                  NCCI         CF3368500     1,450,000.00

<CAPTION>

Collateral ID   DocType   Exception   Exception Description
-------------   -------   ---------   --------------------------------------------------
<S>             <C>       <C>         <C>
12006C23        ALNV             07   DATE IS INCORRECT
32006C23        ALNV             01   MISSING
102006C23       ALNV             01   MISSING
112006C23       ALNV             94   OUT FOR EXECUTION
132006C23       ALNV             26   SIGNATURE IS MISSING
472006C23       ALNV             01   MISSING
602006C23       ALNV             94   OUT FOR EXECUTION
702006C23       ALNV             94   OUT FOR EXECUTION
912006C23       ALNV             26   SIGNATURE IS MISSING
1272006C23      ALNV             26   SIGNATURE IS MISSING
1412006C23      ALNV             26   SIGNATURE IS MISSING
1632006C23      ALNV             26   SIGNATURE IS MISSING
1972006C23      ALNV             26   SIGNATURE IS MISSING
1982006C23      ALNV             26   SIGNATURE IS MISSING


12006C23        NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
22006C23        NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
72006C23        NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
82006C23        NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
92006C23        NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
102006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
112006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
122006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
132006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
142006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
152006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
172006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
192006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
202006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
212006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
222006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
232006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
242006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
262006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
272006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
282006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
292006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
302006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
322006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
332006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
342006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
372006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
382006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
402006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
422006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
432006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
442006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
472006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
482006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
502006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
512006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
522006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
552006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
572006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
582006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
592006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
602006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
612006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
632006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
642006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
652006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
702006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
712006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
722006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
752006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
772006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
772006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
812006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
822006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
852006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
862006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
872006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
882006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
902006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
912006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
962006C23       NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1002006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1012006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1022006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1032006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1042006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1062006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1072006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1122006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1132006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1142006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1172006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1192006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1202006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1222006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1242006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1242006C23      NOTE             15   LOAN AMOUNT (ALPHA & NUMERIC) DO NOT AGREE
1272006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1282006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1322006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1332006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1362006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1382006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1392006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1412006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1422006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1442006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1452006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1472006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1482006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1512006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1522006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1542006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1552006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1562006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1572006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1592006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1602006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1612006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1622006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1632006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1672006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1672006C23      NOTE             14   LOAN AMOUNT DOES NOT AGREE WITH SCHEDULE
1682006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1722006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1752006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1792006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1842006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1862006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1902006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1912006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1942006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1972006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
1982006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2002006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2022006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2042006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2052006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2062006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2132006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2162006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2182006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2192006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2202006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2272006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2322006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2332006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2432006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2462006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2562006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2702006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2822006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2862006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2872006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2882006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
2992006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
3052006C23      NOTE             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE


22006C23        MORT             20   UNRECORDED ORIGINAL
32006C23        MORT             20   UNRECORDED ORIGINAL
62006C23        MORT             20   UNRECORDED ORIGINAL
72006C23        MORT             20   UNRECORDED ORIGINAL
92006C23        MORT             20   UNRECORDED ORIGINAL
102006C23       MORT             20   UNRECORDED ORIGINAL
122006C23       MORT             20   UNRECORDED ORIGINAL
132006C23       MORT             20   UNRECORDED ORIGINAL
142006C23       MORT             20   UNRECORDED ORIGINAL
152006C23       MORT             20   UNRECORDED ORIGINAL
182006C23       MORT             20   UNRECORDED ORIGINAL
192006C23       MORT             20   UNRECORDED ORIGINAL
1A2006C23       MORT             20   UNRECORDED ORIGINAL
1B2006C23       MORT             20   UNRECORDED ORIGINAL
1C2006C23       MORT             20   UNRECORDED ORIGINAL
1D2006C23       MORT             20   UNRECORDED ORIGINAL
1E2006C23       MORT             20   UNRECORDED ORIGINAL
1F2006C23       MORT             20   UNRECORDED ORIGINAL
1G2006C23       MORT             20   UNRECORDED ORIGINAL
1H2006C23       MORT             20   UNRECORDED ORIGINAL
1I2006C23       MORT             20   UNRECORDED ORIGINAL
1J2006C23       MORT             20   UNRECORDED ORIGINAL
232006C23       MORT             20   UNRECORDED ORIGINAL
262006C23       MORT             20   UNRECORDED ORIGINAL
272006C23       MORT             20   UNRECORDED ORIGINAL
302006C23       MORT             20   UNRECORDED ORIGINAL
332006C23       MORT             20   UNRECORDED ORIGINAL
342006C23       MORT             20   UNRECORDED ORIGINAL
342006C23       MORT             20   UNRECORDED ORIGINAL
352006C23       MORT             96   DOCUMENT IS AN UNRECORDED COPY, NEED RECORDED COPY
372006C23       MORT             20   UNRECORDED ORIGINAL
382006C23       MORT             20   UNRECORDED ORIGINAL
382006C23       MORT             20   UNRECORDED ORIGINAL
402006C23       MORT             20   UNRECORDED ORIGINAL
442006C23       MORT             20   UNRECORDED ORIGINAL
472006C23       MORT             20   UNRECORDED ORIGINAL
502006C23       MORT             20   UNRECORDED ORIGINAL
512006C23       MORT             20   UNRECORDED ORIGINAL
522006C23       MORT             20   UNRECORDED ORIGINAL
532006C23       MORT             20   UNRECORDED ORIGINAL
542006C23       MORT             20   UNRECORDED ORIGINAL
582006C23       MORT             20   UNRECORDED ORIGINAL
612006C23       MORT             20   UNRECORDED ORIGINAL
632006C23       MORT             20   UNRECORDED ORIGINAL
642006C23       MORT             20   UNRECORDED ORIGINAL
652006C23       MORT             20   UNRECORDED ORIGINAL
692006C23       MORT             20   UNRECORDED ORIGINAL
712006C23       MORT             20   UNRECORDED ORIGINAL
742006C23       MORT             68   CERTIFIED TRUE COPY
752006C23       MORT             20   UNRECORDED ORIGINAL
762006C23       MORT             96   DOCUMENT IS AN UNRECORDED COPY, NEED RECORDED COPY
782006C23       MORT             20   UNRECORDED ORIGINAL
812006C23       MORT             20   UNRECORDED ORIGINAL
822006C23       MORT             20   UNRECORDED ORIGINAL
832006C23       MORT             20   UNRECORDED ORIGINAL
882006C23       MORT             20   UNRECORDED ORIGINAL
892006C23       MORT             96   DOCUMENT IS AN UNRECORDED COPY, NEED RECORDED COPY
902006C23       MORT             20   UNRECORDED ORIGINAL
912006C23       MORT             20   UNRECORDED ORIGINAL
942006C23       MORT             20   UNRECORDED ORIGINAL
962006C23       MORT             20   UNRECORDED ORIGINAL
1022006C23      MORT             20   UNRECORDED ORIGINAL
1032006C23      MORT             20   UNRECORDED ORIGINAL
1042006C23      MORT             20   UNRECORDED ORIGINAL
1062006C23      MORT             20   UNRECORDED ORIGINAL
1072006C23      MORT             20   UNRECORDED ORIGINAL
1082006C23      MORT             20   UNRECORDED ORIGINAL
1102006C23      MORT             68   CERTIFIED TRUE COPY
1132006C23      MORT             20   UNRECORDED ORIGINAL
1142006C23      MORT             20   UNRECORDED ORIGINAL
1152006C23      MORT             68   CERTIFIED TRUE COPY
1172006C23      MORT             20   UNRECORDED ORIGINAL
11A2006C23      MORT             20   UNRECORDED ORIGINAL
11B2006C23      MORT             20   UNRECORDED ORIGINAL
11C2006C23      MORT             20   UNRECORDED ORIGINAL
1202006C23      MORT             20   UNRECORDED ORIGINAL
1242006C23      MORT             20   UNRECORDED ORIGINAL
1252006C23      MORT             20   UNRECORDED ORIGINAL
1262006C23      MORT             96   DOCUMENT IS AN UNRECORDED COPY, NEED RECORDED COPY
1272006C23      MORT             20   UNRECORDED ORIGINAL
1292006C23      MORT             68   CERTIFIED TRUE COPY
1342006C23      MORT             68   CERTIFIED TRUE COPY
1342006C23      MORT             68   CERTIFIED TRUE COPY
1352006C23      MORT             69   RECORDED COPY
1362006C23      MORT             20   UNRECORDED ORIGINAL
1372006C23      MORT             20   UNRECORDED ORIGINAL
1402006C23      MORT             20   UNRECORDED ORIGINAL
1422006C23      MORT             20   UNRECORDED ORIGINAL
1442006C23      MORT             20   UNRECORDED ORIGINAL
1512006C23      MORT             20   UNRECORDED ORIGINAL
1522006C23      MORT             20   UNRECORDED ORIGINAL
1532006C23      MORT             68   CERTIFIED TRUE COPY
1542006C23      MORT             20   UNRECORDED ORIGINAL
1552006C23      MORT             20   UNRECORDED ORIGINAL
1562006C23      MORT             20   UNRECORDED ORIGINAL
1572006C23      MORT             20   UNRECORDED ORIGINAL
1592006C23      MORT             20   UNRECORDED ORIGINAL
1612006C23      MORT             20   UNRECORDED ORIGINAL
1622006C23      MORT             20   UNRECORDED ORIGINAL
1642006C23      MORT             69   RECORDED COPY
1692006C23      MORT             20   UNRECORDED ORIGINAL
1712006C23      MORT             20   UNRECORDED ORIGINAL
1722006C23      MORT             20   UNRECORDED ORIGINAL
1732006C23      MORT             20   UNRECORDED ORIGINAL
1752006C23      MORT             20   UNRECORDED ORIGINAL
1762006C23      MORT             20   UNRECORDED ORIGINAL
1772006C23      MORT             20   UNRECORDED ORIGINAL
1782006C23      MORT             20   UNRECORDED ORIGINAL
1822006C23      MORT             20   UNRECORDED ORIGINAL
1852006C23      MORT             20   UNRECORDED ORIGINAL
1862006C23      MORT             20   UNRECORDED ORIGINAL
1872006C23      MORT             96   DOCUMENT IS AN UNRECORDED COPY, NEED RECORDED COPY
1882006C23      MORT             68   CERTIFIED TRUE COPY
1902006C23      MORT             20   UNRECORDED ORIGINAL
1912006C23      MORT             20   UNRECORDED ORIGINAL
1922006C23      MORT             20   UNRECORDED ORIGINAL
1942006C23      MORT             20   UNRECORDED ORIGINAL
1972006C23      MORT             20   UNRECORDED ORIGINAL
1982006C23      MORT             20   UNRECORDED ORIGINAL
2002006C23      MORT             20   UNRECORDED ORIGINAL
2012006C23      MORT             68   CERTIFIED TRUE COPY
2022006C23      MORT             20   UNRECORDED ORIGINAL
2032006C23      MORT             20   UNRECORDED ORIGINAL
2042006C23      MORT             20   UNRECORDED ORIGINAL
2052006C23      MORT             20   UNRECORDED ORIGINAL
2062006C23      MORT             20   UNRECORDED ORIGINAL
2072006C23      MORT             20   UNRECORDED ORIGINAL
2082006C23      MORT             20   UNRECORDED ORIGINAL
2092006C23      MORT             20   UNRECORDED ORIGINAL
2152006C23      MORT             68   CERTIFIED TRUE COPY
2162006C23      MORT             20   UNRECORDED ORIGINAL
2192006C23      MORT             20   UNRECORDED ORIGINAL
2232006C23      MORT             68   CERTIFIED TRUE COPY
2242006C23      MORT             20   UNRECORDED ORIGINAL
2252006C23      MORT             20   UNRECORDED ORIGINAL
2352006C23      MORT             69   RECORDED COPY
2362006C23      MORT             69   RECORDED COPY
2372006C23      MORT             20   UNRECORDED ORIGINAL
2412006C23      MORT             68   CERTIFIED TRUE COPY
2422006C23      MORT             20   UNRECORDED ORIGINAL
2432006C23      MORT             20   UNRECORDED ORIGINAL
2562006C23      MORT             20   UNRECORDED ORIGINAL
2582006C23      MORT             68   CERTIFIED TRUE COPY
25A2006C23      MORT             68   CERTIFIED TRUE COPY
25B2006C23      MORT             68   CERTIFIED TRUE COPY
25C2006C23      MORT             68   CERTIFIED TRUE COPY
25E2006C23      MORT             68   CERTIFIED TRUE COPY
25H2006C23      MORT             68   CERTIFIED TRUE COPY
25J2006C23      MORT             68   CERTIFIED TRUE COPY
25L2006C23      MORT             68   CERTIFIED TRUE COPY
25M2006C23      MORT             68   CERTIFIED TRUE COPY
25N2006C23      MORT             68   CERTIFIED TRUE COPY
25O2006C23      MORT             68   CERTIFIED TRUE COPY
25P2006C23      MORT             68   CERTIFIED TRUE COPY
2602006C23      MORT             20   UNRECORDED ORIGINAL
2662006C23      MORT             20   UNRECORDED ORIGINAL
2672006C23      MORT             96   DOCUMENT IS AN UNRECORDED COPY, NEED RECORDED COPY
2702006C23      MORT             20   UNRECORDED ORIGINAL
2742006C23      MORT             69   RECORDED COPY
2752006C23      MORT             20   UNRECORDED ORIGINAL
2762006C23      MORT             20   UNRECORDED ORIGINAL
2822006C23      MORT             20   UNRECORDED ORIGINAL
2852006C23      MORT             20   UNRECORDED ORIGINAL
2862006C23      MORT             20   UNRECORDED ORIGINAL
2872006C23      MORT             20   UNRECORDED ORIGINAL
2882006C23      MORT             20   UNRECORDED ORIGINAL
2892006C23      MORT             20   UNRECORDED ORIGINAL
2942006C23      MORT             20   UNRECORDED ORIGINAL
2962006C23      MORT             20   UNRECORDED ORIGINAL
2972006C23      MORT             20   UNRECORDED ORIGINAL

<CAPTION>

Collateral ID                                                 Notation
-------------   ------------------------------------------------------
<S>             <C>
12006C23                               NOTE: 1/9/06; ALLONGE: 12/27/05
32006C23                                                 WACH TO BLANK
102006C23                                                WACH TO BLANK
112006C23                                                WACH TO BLANK
132006C23                                                WACH TO BLANK
472006C23                                                WACH TO BLANK
602006C23                                                WACH TO BLANK
702006C23                                                WACH TO BLANK
912006C23                                                WACH TO BLANK
1272006C23                                               WACH TO BLANK
1412006C23                                               WACH TO BLANK
1632006C23                                               WACH TO BLANK
1972006C23                                               WACH TO BLANK
1982006C23                                               WACH TO BLANK


12006C23                            NOTE: 01/11/2016; SCHD: 02/11/2016
22006C23                            NOTE: 01/11/2016; SCHD: 02/11/2016
72006C23                            NOTE: 01/11/2016; SCHD: 02/11/2016
82006C23                            NOTE: 11/11/2015; SCHD: 12/11/2015
92006C23                            NOTE: 01/11/2016; SCHD: 02/11/2016
102006C23                           NOTE: 10/11/2015; SCHD: 11/11/2015
112006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
122006C23                           NOTE: 02/11/2016; SCHD: 03/11/2016
132006C23                         SCHEDULE: 2/11/2016; NOTE: 1/11/2016
142006C23                           NOTE: 12/11/2015; SCHD: 01/11/2016
152006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
172006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
192006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
202006C23                           NOTE: 12/11/2015; SCHD: 01/11/2016
212006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
222006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
232006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
242006C23                             NOTE: 2/11/2015 SCHED: 3/11/2015
262006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
272006C23                           NOTE: 01/11/2015; SCHD: 02/11/2016
282006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
292006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
302006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
322006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
332006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
342006C23                           NOTE: 02/11/2016; SCHD: 03/11/2016
372006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
382006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
402006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
422006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
432006C23                           NOTE: 11/11/2015; SCHD: 12/11/2015
442006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
472006C23                           NOTE: 10/11/2015; SCHD: 11/11/2015
482006C23                           NOTE: 10/11/2015; SCHD: 11/11/2015
502006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
512006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
522006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
552006C23                           NOTE: 11/11/2015; SCHD: 12/11/2015
572006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
582006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
592006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
602006C23                           NOTE: 11/11/2015; SCHD: 12/11/2015
612006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
632006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
642006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
652006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
702006C23                            NOTE: 12/11/2015; SCHD: 2/11/2016
712006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
722006C23                           NOTE: 12/11/2015; SCHD: 01/11/2016
752006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
772006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
772006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
812006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
822006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
852006C23                           NOTE: 11/11/2015; SCHD: 12/11/2015
862006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
872006C23                            NOTE: 9/11/2015; SCHD: 10/11/2015
882006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
902006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
912006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
962006C23                           NOTE: 01/11/2016; SCHD: 02/11/2016
1002006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
1012006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
1022006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1032006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1042006C23                          NOTE: 01/11/2011; SCHD: 02/11/2011
1062006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1072006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1122006C23                          NOTE: 11/11/2015; SCHD: 12/11/2015
1132006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1142006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1172006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1192006C23                          NOTE: 12/11/2020; SCHD: 01/11/2021
1202006C23                          NOTE: 01/11/2013; SCHD: 02/11/2013
1222006C23                          NOTE: 02/11/2016; SCHD: 03/11/2016
1242006C23                          NOTE: 01/11/2013; SCHD: 02/11/2013
1242006C23        EIGHT MILLION FIFTY S/B EIGHT MILLION FIFTY THOUSAND
1272006C23                         NOTE: 01/11/2016;  SCHD: 02/11/2016
1282006C23                          NOTE: 10/11/2015; SCHD: 11/11/2015
1322006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
1332006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1362006C23                           NOTE: 12/11/2015; SCHD: 1/11/2016
1382006C23                          NOTE: 11/11/2015; SCHD: 12/11/2015
1392006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
1412006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
1422006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1442006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1452006C23                          NOTE: 01/11/2016; SCHD: 02/11/2015
1472006C23                           NOTE: 1/11/2015  SCHED: 2/11/2015
1482006C23                          NOTE: 10/11/2015; SCHD: 11/11/2015
1512006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1522006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1542006C23
1552006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1562006C23                          NOTE: 02/11/2016; SCHD: 03/11/2016
1572006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1592006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1602006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1612006C23                          NOTE: 02/11/2016; SCHD: 03/11/2016
1622006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
1632006C23                          NOTE: 12/11/2020; SCHD: 01/11/2021
1672006C23                              NOTE: 08/11/15; SCHD: 09/11/15
1672006C23                   NOTE: $ 6,646,000.00; SCHD: $5,400,000.00
1682006C23                           NOTE: 9/11/2015; SCHD: 10/11/2015
1722006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1752006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1792006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
1842006C23                          NOTE: 10/11/2015; SCHD: 11/11/2015
1862006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1902006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1912006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1942006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
1972006C23                          NOTE: 02/11/2016; SCHD: 03/11/2016
1982006C23                          NOTE: 02/11/2016; SCHD: 03/11/2016
2002006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2022006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2042006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
2052006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2062006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2132006C23                          NOTE: 10/11/2015; SCHD: 11/11/2015
2162006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2182006C23                          NOTE: 10/11/2015; SCHD: 11/11/2015
2192006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2202006C23                          NOTE: 11/11/2015; SCHD: 12/11/2015
2272006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
2322006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2332006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2432006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2462006C23                          NOTE: 10/11/2035; SCHD: 11/11/2015
2562006C23                          NOTE: 11/11/2015; SCHD: 12/11/2015
2702006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2822006C23                          NOTE: 02/11/2016; SCHD: 03/11/2016
2862006C23                          NOTE: 10/11/2015; SCHD: 11/11/2015
2872006C23                          NOTE: 01/11/2016; SCHD: 02/11/2016
2882006C23                          NOTE: 12/11/2015; SCHD: 01/11/2016
2992006C23                          NOTE: 10/11/2015; SCHD: 11/11/2015
3052006C23                          NOTE: 11/11/2015; SCHD: 12/11/2015


22006C23                                            DEVASH LLC TO WACH
32006C23         AGREEMENT OF CONSOLIDATION & MODIFICATION OF MORTGAGE
62006C23                            CLAY TERRACE PARTNERS, LLC TO NCCI
72006C23                                           PMO II L.P. TO WACH
92006C23                      COLUMBIA PROPERTIES DALLAS, L.P. TO WACH
102006C23                                          PIL II, L.P TO WACH
122006C23                          HUNTINGTON OAKS DE PARTNERS TO WACH
132006C23                    NNN 3500 MAPLE & NNN3500 MAPLE VP TO WACH
142006C23
152006C23
182006C23
192006C23                     COLUMBIA PROPERTIES PHILADELPHIA TO WACH
1A2006C23                         THE PRIME OUTLETS AT PEASANT TO WACH
1B2006C23                          CORAL ISLE FACTORY SHOPS LP TO WACH
1C2006C23                          GULF COAST FACTORY SHOPS LP TO WACH
1D2006C23                                OHIO FACTORY SHOPS LP TO WACH
1E2006C23               SAN MARCOS FACTORY LTD & PRIME OUTLETS TO WACH
1F2006C23                            GULFPORT FACTORY SHOPS LP TO WACH
1G2006C23                             HUNTLEY FACTORY SHOPS LP TO WACH
1H2006C23                      THE PRIME OUTLETS AT LEBANON LP TO WACH
1I2006C23                          GROVE CITY FACTORY SHOPS LP TO WACH
1J2006C23                        FLORIDA KEYS FACTORY SHOPS LP TO WACH
232006C23                                 CP SADDLE BROOK, LLC TO WACH
262006C23                   COLUMBIA PROPERTIES RICHMOND, LTD. TO WACH
272006C23
302006C23                    COLUMBIA PROPERTIES ST.LOUIS TO WACH (DE)
332006C23                  MONROE ST TALLAHASSEE & MANAGER LLC TO WACH
342006C23                               594 BROADWAY ASSOC LLC TO WACH
342006C23                                                 GAP MORTGAGE
352006C23
372006C23                        MULTIPLE BORROWERS - SEE MEMO TO WACH
382006C23                            353 LEXINGTON AVENUE, LLC TO WACH
382006C23                                                 GAP MORTGAGE
402006C23        WYNDHAM HEIGHTS II & WYNDHAM HEIGHTS LAND DEVELOPEMNT
442006C23
472006C23                                         PROC GA, L.P TO WACH
502006C23                     COLUMBIA PROPERTIES ROMULUS, LLC TO WACH
512006C23                       COLUMBIA PROPERTIES EVANSVILLE TO WACH
522006C23                        FLORIDA SHERWOOD FOREST, LLC. TO WACH
532006C23
542006C23                                   MULTIPLE BORROWERS TO NCCI
582006C23
612006C23                          LEGACY CLUB PROPERTIES, LLC TO WACH
632006C23                    TOWNPARK CROSSING PROPERTIES, LLC TO WACH
642006C23
652006C23
692006C23                                  PCS DEVELOPMENT LLC TO NCCI
712006C23                      CAROLINA BEACH INVESTMENT ASSOC TO WACH
742006C23                  INLAND WESTERN NEW HARTFORD ORCHARD TO NCCI
752006C23
762006C23
782006C23                  INLAND WESTERN COLUMBUS SAWMILL LLC TO NCCI
812006C23
822006C23                                     ADRIAN PARK, LLC TO WACH
832006C23                            GREENS AT FORREST PARK TO POTOMAC
882006C23
892006C23             BROADWAY COMMONS DELAWARE BUSINESS TRUST TO NCCI
902006C23                              III T HAMMOCK COVE, LLC TO WACH
912006C23                                  REDWOOD SUITES, LLC TO WACH
942006C23                    INLAND WESTERN NORTHPORT NORTWOOD TO NCCI
962006C23                               SPRING GARDEN EAST, LP TO WACH
1022006C23                               BLACKSTONE ACRES, LLC TO WACH
1032006C23
1042006C23                              SERVICO HOTELS I, INC. TO WACH
1062006C23                              HEREFORD ESTATES, L.P. TO WACH
1072006C23
1082006C23              INLAND WESTERN KALISPELL MOUNTAIN VIEW TO NCCI
1102006C23
1132006C23                            NW PLAZA ASSOCIATES, LLC TO WACH
1142006C23                           THE GABLES ON FORSYTH LLC TO WACH
1152006C23
1172006C23
11A2006C23                              FIRST HORIZON GROUP LP TO WACH
11B2006C23                              FIRST HORIZON GROUP LP TO WACH
11C2006C23                              FIRST HORIZON GROUP LP TO WACH
1202006C23                                D&S HOSPITALITY, LLC TO WACH
1242006C23
1252006C23                           NEWTEX AFFORDABLE HOUSING TO NCCI
1262006C23
1272006C23
1292006C23                   INLAND WESTERN HINSDALE OGDEN LLC TO NCCI
1342006C23           GAP MORTGAGE; INLAND WESTERN BEEKMAN, LLC TO NCCI
1342006C23      CONS,AMEND & REST; INLAND WESTERN BEEKMAN, LLC TO NCCI
1352006C23                            TRAILS REDEVELOPMENT, LP TO NCCI
1362006C23                              KNOX TENN PARTNERS, LP TO WACH
1372006C23
1402006C23                              GARFIELD HOLDINGS, LLC TO AMCC
1422006C23                                TAYLOR JUNCTION, LLC TO WACH
1442006C23                               FEIGA/CLAIRMONT, L.P. TO WACH
1512006C23                             MAPLE FEASTERVILLE, LLC TO WACH
1522006C23                               MAPLE SOUTHFIELD, LLC TO WACH
1532006C23                              ROSEWELL FESTIVAL, LLC TO AMCC
1542006C23                            NORTH PORT PARTNERS, LLC TO WACH
1552006C23
1562006C23                                      353 ASSOCIATES TO WACH
1572006C23                                    MAPLE TAYLOR LLC TO WACH
1592006C23
1612006C23                                     WEST HILLS, LLC TO WACH
1622006C23                            PINEY RIDGE HOLDING, LLC TO WACH
1642006C23                                     SMOKEY MOUNTAIN TO NCCI
1692006C23                                  MULTIPLE BORROWERS TO NCCI
1712006C23                 ANCHOR SELF STORAGE OF MASHPEE, LLC TO AMCC
1722006C23
1732006C23
1752006C23
1762006C23                        OWENSBORO ACQUISITION , LLC TO ARBOR
1772006C23
1782006C23
1822006C23                             CORCORAN SOMERVILLE LLC TO AMCC
1852006C23                              ATLANTIC PLAZA II, LTD TO AMCC
1862006C23                       MULTIPLE BORROWERS - SEE MEMO TO WACH
1872006C23              INLAND WESTERN KNOXVILLE CORRIDOR PARK TO NCCI
1882006C23                           PHOENIX CONSTRUCTION, INC TO AMCC
1902006C23
1912006C23                     GREENVILLE (WHITEHORSE) WMS LLC TO WACH
1922006C23                                   ISR PROPERTIES LP TO NCCI
1942006C23
1972006C23                              SARDIS WALGREENS I LLC TO WACH
1982006C23                           BERKELEY FLATS APARTMENTS TO WACH
2002006C23                                  MAPLE SAGINAW, LLC TO WACH
2012006C23                  INLAND WESTERN STONY CREEK II, LLC TO NCCI
2022006C23                                 MAPLE FLUSHING, LLC TO WACH
2032006C23
2042006C23
2052006C23                             MAPLE STEVENSVILLE, LLC TO WACH
2062006C23                           FRANKEL REYNOLDSBURG, LLC TO WACH
2072006C23                             SOUTH CREEK CENTER, LLC TO AMCC
2082006C23
2092006C23                       HAMPTON BUCKS COUNTY ASSOC LP TO AMCC
2152006C23
2162006C23
2192006C23                     KIRK GOTTLIEB RAINBOW CITY, LLC TO WACH
2232006C23                       QUALITY HOUSING PARTNERS, LLC TO AMCC
2242006C23
2252006C23                        1855 IRVING PARK REALTY, LLC TO AMCC
2352006C23                          HOSPITALITY GROUP OF BOONE TO NCCI
2362006C23                        KINGS GRANT HOSPITALITY, LLC TO NCCI
2372006C23
2412006C23                        ALHABRA BUSINESS CNETER, LLC TO AMCC
2422006C23
2432006C23                              FRANKEL DYERSBURG, LLC TO WACH
2562006C23
2582006C23                                Y&O CHANNEL VIEW LLC TO AMCC
25A2006C23                                    MSDG MOBILE, LLC TO AMCC
25B2006C23                               MSDG LITTLE ROCK, LLC TO AMCC
25C2006C23                                   MSDG RALEIGH, LLC TO AMCC
25E2006C23                                MSDG BIRMINGHAM, LLC TO AMCC
25H2006C23                                  MSDG COLUMBUS, LLC TO AMCC
25J2006C23                                MSDG GREENVILLE, LLC TO AMCC
25L2006C23                                 MSDG HENDERSON, LLC TO AMCC
25M2006C23                                  MSDG FAIRHOPE, LLC TO AMCC
25N2006C23                                MSDG MOSS POINT, LLC TO AMCC
25O2006C23                                  MSDG RICHMOND, LLC TO AMCC
25P2006C23                              MSDG LAWRENCEBURG, LLC TO AMCC
2602006C23            ANCHOR SELF STORAGE OF NARRAGANSETT, LLC TO AMCC
2662006C23
2672006C23
2702006C23
2742006C23                             LENOIR HOSPITALITY, LLC TO NCCI
2752006C23                      HATTIESBURG & GBGC HATTIESBURG TO NCCI
2762006C23
2822006C23                                        GRORICH, LLC TO WACH
2852006C23                                    IMMACULATA, LLC TO ARBOR
2862006C23                         COLE TS PARKERSBURG WV, LLC TO WACH
2872006C23                     LEONARD L. GREEN BRICE ROAD LLC TO WACH
2882006C23                                 KOB PROPERTIES, LLC TO WACH
2892006C23
2942006C23                             S&K DEVELOPMENT OF OHIO TO NCCI
2962006C23                      TAI SENG (USA) INVESTMENT, LLC TO NCCI
2972006C23                                   TLC HOUSING, LTD TO UNION

</TABLE>

<PAGE>

                                   EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION
                         -------------------------------

                                                                          [Date]

Wachovia Bank, National Association
301 South College Street
One Wachovia Center
Charlotte, North Carolina 28288

Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
One Wachovia Center
Charlotte, North Carolina 28288
Attention: Barry Reiner

Wachovia Bank, National Association
8739 Research Drive - URP4, NC  1075
Charlotte, North Carolina 28262-1075

Attention:  Wachovia Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust Commercial Mortgage
            Pass-Through Certificates, Series 2006-C23

Ladies and Gentlemen:

            (a) Wells Fargo Bank, N.A., as Trustee, hereby certifies to the
above referenced parties that, with respect to each Mortgage Loan (and with
respect to a Companion Loan, only those items required pursuant to the
definition of "Mortgage File") listed in the Mortgage Loan Schedule, except as
specifically identified in the schedule of exceptions annexed thereto, (i)
without regard to the proviso in the definition of "Mortgage File," all
documents specified in clauses (i), (ii), (iv)(a), (v) and (vii), and to the
extent provided in the related Mortgage File and actually known by a Responsible
Officer of the Trustee to be required, clauses (iii), (iv)(b), (iv)(c), (vi),
(viii), (ix)(a) and (xii) of the definition of "Mortgage File" are in its
possession, (ii) all documents delivered or caused to be delivered by the
applicable Mortgage Loan Seller constituting the related Mortgage File have been
reviewed by it and appear regular on their face and appear to relate to such
Mortgage Loan, (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule for such
Mortgage Loan with respect to the items specified in clauses (v) and (vi) (c) of
the definition of "Mortgage Loan Schedule" is correct and (iv) solely with
respect to the Companion Loans, all documents specified in clause (xiii) of the
definition of Mortgage File are in its possession. Further, with respect to the
documents described in clause (viii) of the definition of Mortgage File, the
Trustee may assume, for purposes of the certification delivered in Section
2.02(b) of the Pooling and Servicing Agreement and for purposes of determining
(subject to the proviso at the end of this sentence) where to file UCC Financing
Statements, that the related Mortgage File should include one state level UCC
Financing Statement filing in the state of incorporation of the Mortgagor for
each Mortgaged Property (or with respect to any Mortgage Loan that has two or
more Mortgagors, for each Mortgagor); provided, however, that to the extent the
Trustee has actual knowledge or is notified of any fixture or real property UCC
Financing Statements filed in the county of the state where the related
Mortgaged Property is located, the Trustee shall file an assignment to the Trust
Fund with respect to such UCC Financing Statements in the appropriate
jurisdiction under the UCC at the expense of the related Mortgage Loan Seller.
The UCC Financing Statements to be assigned to the Trust Fund pursuant to
Section 2.01(d) of the Pooling and Servicing Agreement will be delivered by the
related Mortgage Loan Seller to the Trustee on the new national forms, in
recordable form and completed pursuant to Revised Article IX of the UCC. The
Trustee will submit such UCC Financing Statements for filing in the state of
incorporation of the related Mortgagor as so indicated on the documents
provided.

            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
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be
on their face. Capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned to them under the Pooling and Servicing
Agreement.


                                       Respectfully,


                                          ____________________________________
                                          Name:_______________________________
                                          Title: _____________________________

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE
                   -------------------------------------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2006-C23

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement dated as of March
1, 2006 (the "Pooling and Servicing Agreement"), by and among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer, LNR Partners, Inc., as Special Servicer and
you, as Trustee, the undersigned hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by you with respect to the
following described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:

                                       _______________________________________
                                       _______________________________________
                                       _______________________________________

                                       Attn: _________________________________
                                       Phone:_________________________________

<PAGE>

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 Master Servicer hereby certifies that all amounts received
                 in connection with the Mortgage Loan that are required to be
                 credited to the Certificate 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.

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as Master Servicer

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                 EXHIBIT D-2

                 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE
                 --------------------------------------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2006-C23

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement dated as of March
1, 2006 (the "Pooling and Servicing Agreement"), by and among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer, LNR Partners, Inc., as Special Servicer and
Wells Fargo Bank, N.A., as Trustee, the undersigned hereby requests a release of
the Mortgage File (or the portion thereof specified below) held by you with
respect to the following described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:

                                       _______________________________________
                                       _______________________________________
                                       _______________________________________

                                       Attn: _________________________________
                                       Phone:_________________________________

If only particular documents in the Mortgage File are requested, please specify
which:

<PAGE>

Reason for requesting file (or portion thereof):

_____      1.    The Mortgage Loan is being foreclosed.

_____      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 is being foreclosed, in which case the Mortgage File (or such
portion thereof) will be returned when no longer required by us for such
purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                       LNR PARTNERS, INC.,
                                          as Special Servicer

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                    EXHIBIT E

                 CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS
                 -----------------------------------------------

            "Net Cash Flow" shall mean the revenue derived from the use and
operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.

            In determining vacancy for the "revenue" component of Net Cash Flow
for each Rental Property, the Special Servicer shall rely on the most recent
rent roll supplied by the related borrower and where the actual vacancy shown
thereon and the market vacancy is less than 1%, the Special Servicer shall
assume a 1% vacancy in determining revenue from rents, except that in the case
of certain anchored shopping centers, space occupied by anchor or single tenants
or other large tenants shall be disregarded in performing the vacancy adjustment
due to the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting standards.
Where the actual or market vacancy was not less than 5.0%, the Special Servicer
shall determine revenue from rents by generally relying on the most recent roll
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, and (b) historical vacancy at comparable properties in the
same market as the related Mortgaged Property. In determining rental revenue for
multifamily, self-storage and mobile home park properties, the Special Servicer
shall either review rental revenue shown on the certified rolling 12-month
operating statements or annualized the rental revenue and reimbursement of
expenses shown on rent rolls or operating statements with respect to the prior
one to twelve month periods. For the other Rental Properties, the Special
Servicer shall annualize rental revenue shown on the most recent certified rent
roll, after applying the vacancy factor, without further regard to the terms
(including expiration dates) of the leases shown thereon. In the case of
hospitality properties, gross receipts shall be determined on the basis of
adjusted average occupancy not to exceed 75.0% and daily rates achieved during
the prior two to three year annual reporting period. In the case of residential
health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy
rates for private health care facilities shall be within current market ranges
and vacancy levels shall be at a minimum of 1%. In general, any non-recurring
items and non-property related revenue shall be eliminated from the calculation
except in the case of residential health care facilities.

            In determining the "expense" component of Net Cash Flow for each
Mortgaged Property, the Special Servicer shall rely on the rolling 12-month
operating statements and/or full-year or year-to-date financial statements
supplied by the related borrower, except that (a) if tax or insurance expense
information more current than that reflected in the financial statements is
available, the newer information shall be used, (b) with respect to each
Mortgaged Property, property management fees shall be assumed to be 3% to 7% of
effective gross revenue (except with respect to hospitality properties, where a
minimum of 3.1% of gross receipts shall be assumed, and with respect to limited
service hospitality properties, where a minimum of 4.0% of gross receipts shall
be assumed and, with respect to single tenant properties, where fees as low as
3% of effective gross receipts shall be assumed), (c) assumptions shall be made
with respect to reserves for leasing commission, tenant improvement expenses and
capital expenditures and (d) expenses shall be assumed to include annual
replacement reserves. In addition, in some instances, the Special Servicer may
recharacterize as capital expenditures those items reported by borrowers as
operating expenses (thus increasing "net cash flow") where determined
appropriate.

<PAGE>

                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
                         ------------------------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2006-C23 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of March 7, 2006 (the "Closing Date")
of $_____________ evidencing a __% interest in the Class to which it belongs.
The Certificates were issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of March 1, 2006, among
Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank,
National Association, as master servicer, LNR Partners, Inc., as special
servicer and Wells Fargo Bank, N.A., as trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

1.    The Transferor is the lawful owner of the Transferred Certificate with the
      full right to transfer such Certificate 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 Certificate, any
      interest in any Certificate or any other similar security to any person in
      any manner, (b) solicited any offer to buy or accepted a transfer, pledge
      or other disposition of any Certificate, any interest in any Certificate
      or any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Certificate, any interest in
      any Certificate or any other similar security with any person in any
      manner, (d) made any general solicitation by means of general advertising
      or in any other manner, or (e) taken any other action, which (in the case
      of any of the acts described in clauses (a) through (e) hereof) would
      constitute a distribution of any Certificate under the Securities Act of
      1933, as amended (the "Securities Act"), or would render the disposition
      of any Certificate a violation of Section 5 of the Securities Act or any
      state securities laws, or would require registration or qualification of
      any Certificate pursuant to the Securities Act or any state securities
      laws.

                                       Very truly yours,



                                       ---------------------------------------
                                                    (Transferor)

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT F-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBs
                                    --------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2006-C23 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of March 7, 2006 (the "Closing Date")
of $_____________ evidencing a __% interest in the Class to which it belongs.
The Certificates were issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of March 1, 2006, among
Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank,
National Association, as master servicer, LNR Partners, Inc., as special
servicer and Wells Fargo Bank, N.A., as trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. 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 (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 Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate may be resold, pledged or transferred
      only (i) to a person reasonably believed to be a qualified institutional
      buyer that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge or
      transfer is being made in reliance on Rule 144A, or (ii) pursuant to
      another exemption from registration under the Securities Act.

            2. In the case of a Class G, Class H, Class J, Class K, Class X-C or
      Class X-P Certificate, the Transferee either (A) is not an "employee
      benefit plan" subject to Title I of ERISA or a "plan" described by Section
      4975(e)(1) of the Code or any other retirement plan or other employee
      benefit plan or arrangement subject to any federal, state or local law
      materially similar to the foregoing provisions of ERISA and the Code, or
      any entity deemed to hold plan assets of the foregoing by reason of a
      plan's investment in such entity (each, a "Plan") or (B) (1) qualifies as
      an accredited investor as defined in Rule 501(a)(1) of Regulation D under
      the Securities Act and satisfies all the requirements of the Exemptions as
      in effect at the time of such transfer or (2) is an insurance company
      general account that is eligible for, and satisfies all of the
      requirements of, Sections I and III of Department of Labor Prohibited
      Transaction Class Exemption 95-60 ("PTE 95-60").

            In the case of a Class L, Class M, Class N, Class O, Class P, Class
      Q or Class S Certificate, the Transferee either (A) is not an "employee
      benefit plan" subject to Title I of ERISA or a "plan" described by Section
      4975(e)(1) of the Code or any other retirement plan or other employee
      benefit plan or arrangement subject to any federal, state or local law
      materially similar to the foregoing provisions of ERISA and the Code, or
      any entity deemed to hold plan assets of the foregoing by reason of a
      plan's investment in such entity (each, a "Plan") or (B) is an insurance
      company general account which is eligible for, and satisfies all of the
      requirements for, exemptive relief under Sections I and III of Department
      of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60").

            3. The Transferee has been furnished with all information regarding
      (a) the Certificates and distributions thereon, (b) the nature,
      performance and servicing of the Mortgage Loans, (c) the Pooling and
      Servicing Agreement, and (d) any credit enhancement mechanism associated
      with the Certificates, that it has requested.

            4. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate 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 Certificate will bear legends substantially to the
      following effect (provided that the Class G, Class H, Class J, Class K,
      Class X-C and Class X-P Certificates will bear a legend substantially to
      the effect of the following first paragraph only):

      THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
      SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
      THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
      ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
      QUALIFICATION AND 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 THEREIN SHALL BE MADE TO
      ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY
      SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER
      EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
      LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE
      CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON
      OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN
      INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL
      OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

      [In the case of Class R-I, Class R-II or Class Z Certificates]: NO
      TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
      "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
      4975(e)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
      BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
      MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR
      ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
      PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
      FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any 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 Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate 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 Certificate.

            6. Check one of the following:

      |_|   The Transferee is a U.S. Person (as defined below) and it has
            attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
            successor form).

      |_|   The 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 Trustee (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 Transferee 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 (with
            all the appropriate attachments), or (iii)](1) 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 and Permitted Investments 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, a corporation or partnership (including an entity treated as a
      corporation or partnership for federal income tax purposes) created or
      organized in, or under the laws of, the United States, any State thereof
      or the District of Columbia unless in the case of a partnership, Treasury
      Regulations are adopted that provide otherwise, an estate whose income is
      includable in gross income for United States federal income tax purposes
      regardless of its source 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, all within the meaning of Section
      7701(a)(30) of the Code.

                                       Very truly yours,



                                       ---------------------------------------
                                                    (Transferee)

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


-----------------
* Delete for Class R-I and Class R-II Certificates.

<PAGE>
                                                          ANNEX 1 TO EXHIBIT F-2

            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 Wells Fargo Bank, N.A., as Certificate Registrar, with
respect to the mortgage pass-through certificate being transferred (the
"Transferred Certificate") 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 purchasing the Transferred Certificate (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 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) [Transferee must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      is a dealer, and, in that case, Transferee must own and/or invest on, a
      discretionary basis at least $10,000,000 in securities.] 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), business
            trust, partnership, or any organization described in Section
            501(c)(3) of the Internal Revenue Code of 1986, as amended.

      |_|   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 Certificate in
            the case of a U.S. bank, and not more than 18 months preceding such
            date of sale for 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 Certificate in
            the case of a U.S. savings and loan association, and not more than
            18 months preceding such date of sale for 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.

      |_|   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, as amended.

      |_|   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940.

      |_|   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. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee 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. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee 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 the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the parties to which this certification is being made
      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
             Yes              No        Transferred Certificate 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 Certificate 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.

                                       Print Name of Transferee

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Date:_______________________________

<PAGE>

                                                          ANNEX 2 TO EXHIBIT F-2

            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 Wells Fargo Bank, N.A., as Certificate Registrar, with
respect to the mortgage pass-through certificate being transferred (the
"Transferred Certificate") 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 purchasing the Transferred Certificate (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
      ("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, 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).

            In the case of a Class R-I, Class R-II or Class Z Certificate, the
Transferee is not an "employee benefit plan" subject to Title I of ERISA or a
"plan" described by Section 4975(e)(1) of the Code or any other retirement plan
or other employee benefit plan or arrangement subject to any federal, state or
local law materially similar to the foregoing provisions of ERISA and the Code,
or any entity deemed to hold plan assets of the foregoing by reason of a plan's
investment in such entity (each, a "Plan").

            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 parties to which this certification is being made 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
                 Yes             No       the Transferred Certificate 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
      Certificate will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                       Print Name of Transferee or Adviser

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT F-3

                         FORM OF TRANSFEREE CERTIFICATE
                                  FOR NON-QIBs
                                  ------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2006-C23 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of March 7, 2006 (the "Closing Date")
of $_____________ evidencing a __% interest in the Class to which it belongs.
The Certificates were issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of March 1, 2006, among
Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank,
National Association, as master servicer, LNR Partners, Inc., as special
servicer and Wells Fargo Bank, N.A., as trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. The Transferee is acquiring the Transferred Certificate 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 Certificates have not
      been and will not be registered under the Securities Act or registered or
      qualified under any applicable state securities laws, (b) neither the
      Depositor nor the Trustee or the Certificate Registrar is obligated so to
      register or qualify the Certificates and (c) the Certificates may not be
      resold or transferred unless they are (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 either (A) certifications from both the transferor
      and the transferee (substantially in the forms attached to the Pooling and
      Servicing Agreement) setting forth the facts surrounding the transfer or
      (B) an opinion of counsel satisfactory to the Certificate Registrar with
      respect to the availability of such exemption (which Opinion of Counsel
      shall not be an expense of the Trust Fund or of the Depositor, the Master
      Servicer, the Special Servicer, the Trustee or the Certificate Registrar
      in their respective capacities as such), together with copies of the
      certification(s) from the Transferor and/or Transferee setting forth the
      facts surrounding the transfer upon which such opinion is based. Any
      holder of a Certificate desiring to effect such a transfer shall, and upon
      acquisition of such Certificate shall be deemed to have agreed to,
      indemnify the Master Servicer, the Special Servicer, Trustee, the
      Certificate Registrar and the Depositor against any liability that may
      result if the transfer is not so exempt or is not made in accordance with
      such federal and state laws.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate 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 Certificate will bear legends substantially to the
      following effect (provided that the Class G, Class H, Class J, Class K,
      Class X-C and Class X-P Certificates will bear a legend substantially to
      the effect of the following first paragraph only):

      THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
      SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
      THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
      ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
      QUALIFICATION AND 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 THEREIN SHALL BE MADE TO
      ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN"
      DESCRIBED BY SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN
      OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL,
      STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
      AND THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY
      REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS
      AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES
      ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

      [In the case of Class R-I, Class R-II and Class Z Certificates]: NO
      TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
      "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
      4975(e)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
      BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
      MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR
      ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
      PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
      FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any 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 Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate 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 Certificate.

            5. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Certificates and distributions thereon, (c) the
      Pooling and Servicing Agreement, and (d) all related matters, that it has
      requested.

            6. The Transferee has been furnished a copy of the Private Placement
      Memorandum dated February 24, 2006 and has read such Private Placement
      Memorandum.

            7. The Transferee is an "accredited investor" as defined in Rule
      501(a)(1), (2), (3) or (7) under the Securities Act and 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 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 an investment and
      can afford a complete loss of such investment.

            8. In the case of the Class G, Class H, Class J, Class K, Class X-C
      or Class X-P Certificates, the Transferee either (A) is not an "employee
      benefit plan" subject to Title I of ERISA or a "plan" described by Section
      4975(e)(1) of the Code or any other retirement plan or other employee
      benefit plan or arrangement subject to any federal, state or local law
      materially similar to the foregoing provisions of ERISA and the Code, or
      any entity deemed to hold plan assets of the foregoing by reason of a
      plan's investment in such entity (each, a "Plan") or (B) (1) qualifies as
      an accredited investor as defined in Rule 501(a)(1) of Regulation D under
      the Securities Act and satisfies all the requirements of the Exemptions as
      in effect at the time of such transfer or (2) is an insurance company
      general account that is eligible for, and satisfies all of the
      requirements for, Sections I and III of Department of Labor Prohibited
      Transaction Class Exemption 95-60 ("PTE 95-60"). In the case of Class L,
      Class M, Class N, Class O, Class P, Class Q and Class S Certificates, the
      Transferee either (A) is not an "employee benefit plan" subject to Title I
      of ERISA or a "plan" described by Section 4975(e)(1) of the Code, or any
      other retirement plan or other employee benefit plan or arrangement
      subject to any federal, state or local law materially similar to the
      foregoing provisions of ERISA and the Code, or any entity deemed to hold
      plan assets of the foregoing by reason of a plan's investment in such
      entity (each, a "Plan") or (B) is an insurance company general account
      which is eligible for, and satisfies all of the requirements for,
      exemptive relief under Sections I and III of Department of Labor
      Prohibited Transaction Class Exemption ("PTE 95-60").

            9. Check one of the following:

      |_|   The Transferee is a U.S. Person (as defined below) and it has
            attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
            successor form).

      |_|   The 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 Trustee (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 Transferee 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 (with
            all the appropriate attachments), 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 and Permitted Investments 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, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia unless in the case of a partnership, Treasury Regulations are
adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source 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,
all within the meaning of Section 7701(a)(30) of the Code.

                                       Very truly yours,



                                       ---------------------------------------
                                                    (Transferee)

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

--------------------
* Delete for Class R-I and Class R-II Certificates.

<PAGE>

                                    EXHIBIT G

                         FORM OF TRANSFEREE CERTIFICATE
                         ------------------------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2006-C23 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of the Class ______________ Certificates (the "Transferred
Certificate") having an initial [principal balance] [notional amount] as of
March 7, 2006 (the "Closing Date") of $_____________ evidencing a __% interest
in the Classes to which they belong. The Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and
Servicing Agreement"), among Wachovia Commercial Mortgage Securities, Inc., as
depositor, Wachovia Bank, National Association, as master servicer, LNR
Partners, Inc., as special servicer and Wells Fargo Bank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you that:

            In the case of a Class G, Class H, Class J, Class K, Class X-C or
Class X-P Certificate, the Transferee either (A) is not an "employee benefit
plan" subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of
the Code or any other retirement plan or other employee benefit plan or
arrangement subject to any federal, state or local law materially similar to the
foregoing provisions of ERISA and the Code, or any entity deemed to hold plan
assets of the foregoing by reason of a plan's investment in such entity (each, a
"Plan") or (B) (1) qualifies as an accredited investor as defined in Rule
501(a)(1) of Regulation D under the Securities Act and satisfies all the
requirements of the Exemptions as in effect at the time of such transfer or (2)
is an insurance company general account that is eligible for, and satisfies all
of the requirements for, Sections I and III of Department of Labor Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60").

            In the case of a Class L, Class M, Class N, Class O, Class P, Class
Q or Class S Certificate, the Transferee either (A) is not an "employee benefit
plan" subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of
the Code, or any other retirement plan or other employee benefit plan or
arrangement subject to any federal, state or local law materially similar to the
foregoing provisions of ERISA and the Code, or any entity deemed to hold plan
assets of the foregoing by reason of a plan's investment in such entity (each, a
"Plan") or (B) is an insurance company general account which is eligible for,
and satisfies all of the requirements for, exemptive relief under Sections I and
III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE
95-60").

            In the case of a Class R-I, Class R-II, or Class Z Certificate, the
Transferee is not an "employee benefit plan" subject to Title I of ERISA or a
"plan" described by Section 4975(e)(1) of the Code or any other retirement plan
or other employee benefit plan or arrangement subject to any federal, state or
local law materially similar to the foregoing provisions of ERISA and the Code,
or any entity deemed to hold plan assets of the foregoing by reason of a plan's
investment in such entity (each, a "Plan").

            IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the date first written above.



                                       ---------------------------------------
                                                [Name of Transferee]

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                        PURSUANT TO SECTION 5.02(d)(i)(B)
                        ---------------------------------

STATE OF [________________]   )
                              ) ss.:
COUNTY OF [________________]  )

            [NAME OF OFFICER], being first duly sworn, deposes, and represents
and warrants:

            1. That he is a [Title of Officer] of [Name of Owner] (the "Owner"),
      a corporation duly organized and existing under the laws of the [State of
      ___________] [the United States], and the owner of the Wachovia Commercial
      Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates,
      Series 2006-C23, Class [R-I] [R-II] evidencing a ___% Interest in the
      Class to which its belongs (the "Class [R-I] [R-II]"). Capitalized terms
      used but not defined herein have the meanings assigned to such terms in
      the Pooling and Servicing Agreement dated as of March 1, 2006, among
      Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia
      Bank, National Association, as master servicer, LNR Partners, Inc., as
      special servicer and Wells Fargo Bank, N.A., as trustee.

            2. That the Owner (i) is and will be a "Permitted Transferee" as of
      ________, _______ and (ii) is acquiring the Class [R-I] [R-II]
      Certificates for its own account or for the account of another Owner from
      which it has received an affidavit in substantially the same form as this
      affidavit. A "Permitted Transferee" is any person other than a
      Disqualified Organization, a Plan, a Disqualified Non-United States
      Person, a partnership any partner of which, directly or indirectly (except
      through a U.S. corporation), is a Disqualified Non-United States Person or
      a United States Person with respect to whom income on the Class
      [R-I][R-II] Certificate is allocable to a foreign permanent establishment
      or fixed base, within the meaning of an applicable income tax treaty, of
      such Person or any other United States Person. For this purpose, a
      "Disqualified Organization" means any of the following: (i) the United
      States or a possession thereof, any State or any political subdivision
      thereof, or any agency or instrumentality of any of the foregoing (other
      than an instrumentality which is a corporation if all of its activities
      are subject to tax and, except for FHLMC, a majority of its board of
      directors is not selected by any such governmental unit), (ii) a foreign
      government, international organization, or any agency or instrumentality
      of either of the foregoing, (iii) any organization (except certain
      farmers' cooperatives described in Section 521 of the Internal Revenue
      Code of 1986, as amended (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 on unrelated business taxable
      income), (iv) rural electric and telephone cooperatives described in
      Section 1381 of the Code or (v) any other Person so designated by the
      Paying Agent or the Certificate Registrar based upon an Opinion of Counsel
      that the holding of an Ownership Interest in a Class [R-I] [R-II]
      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 Class [R-I] [R-II] 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 Person" is any Person (i) who is
      not a United States Person and who holds the Class[R-I] [R-II] Certificate
      in connection with the conduct of a trade or business within the United
      States and has furnished the transferor and the Certificate Registrar with
      an effective IRS Form W-8ECI (or successor form) or that has delivered to
      both the transferor and the Certificate Registrar an opinion of a
      nationally recognized tax counsel to the effect that the transfer of the
      Class [R-I] [R-II] Certificate to it is in accordance with the
      requirements of the Code and the regulations promulgated thereunder and
      that such transfer of the Class [R-I] [R-II] Certificate will not be
      disregarded for federal income tax purposes or (ii) who is a United States
      Person with respect to whom income on the Class [R-I] [R-II] Certificate
      is allocable to a foreign permanent establishment or fixed base (within
      the meaning of an applicable income tax treaty) of such Person or any
      other United States Person. A "United States Person" is a citizen or
      resident of the United States, a corporation or partnership (including an
      entity treated as a corporation or partnership for federal income tax
      purposes) created or organized in, or under the laws of the United States,
      any State thereof or the District of Columbia unless, in the case of a
      partnership, Treasury Regulations are adopted that provide otherwise, an
      estate whose income is includable in gross income for United States
      federal income tax purposes regardless of its source, 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, all
      within the meaning of Section 7701(a)(30) of the Code.

            3. That the Owner is aware (i) of the tax that would be imposed on
      transfers of the Class [R-I] [R-II] Certificates to Disqualified
      Organizations under the Code that applies to all transfers of the Class
      [R-I] [R-II] Certificates after March 31, 1988; (ii) that such tax would
      be on the transferor, or, if such transfer is through an agent (which
      person includes a broker, nominee or middleman) for a Disqualified
      Organization Transferee, on the agent; (iii) that the person otherwise
      liable for the tax shall be relieved of liability for the tax if the
      transferee furnishes to such person an affidavit that the transferee is
      not a Disqualified Organization and, at the time of transfer, such person
      does not have actual knowledge that the affidavit is false; and (iv) that
      the Class [R-I] [R-II] Certificates may be "non-economic residual
      interests" within the meaning of Treasury regulation section
      1.860E-1(c)(2) and that the transferor of a "non-economic residual
      interest" will remain liable for any taxes due with respect to the income
      on such residual interest, unless no significant purpose of the transfer
      is to enable the transferor to impede the assessment or collection of tax.

            4. That the Owner is aware of the tax imposed on a "pass-through
      entity" holding the Class [R-I] [R-II] Certificates if at any time during
      the taxable year of the pass-through entity a non-Permitted Transferee is
      the record holder of an interest in such entity. For this purpose, a "pass
      through entity" includes a regulated investment company, a real estate
      investment trust or common trust fund, a partnership, trust or estate, and
      certain cooperatives.

            5. That the Owner is aware that the Certificate Registrar will not
      register the transfer of any Class [R-I] [R-II] Certificate unless the
      transferee, or the transferee's agent, delivers to the Trustee, among
      other things, an affidavit in substantially the same form as this
      affidavit. The Owner expressly agrees that it will not consummate any such
      transfer if it knows or believes that any of the representations contained
      in such affidavit and agreement are false.

            6. That the Owner consents to any additional restrictions or
      arrangements that shall be deemed necessary upon advice of counsel to
      constitute a reasonable arrangement to ensure that the Class [R-I] [R-II]
      Certificates will only be owned, directly or indirectly, by Permitted
      Transferees.

            7. That the Owner's taxpayer identification number is _____________.

            8. That the Owner has reviewed the restrictions set forth on the
      face of the Class [R-I] [R-II] Certificates and the provisions of Section
      5.02 of the Pooling and Servicing Agreement under which the Class [R-I]
      [R-II] Certificates were issued (and, in particular, the Owner is aware
      that such Section authorizes the Paying Agent to deliver payments to a
      person other than the Owner and negotiate a mandatory sale by the Paying
      Agent in the event that the Owner holds such Certificate in violation of
      Section 5.02); and that the Owner expressly agrees to be bound by and to
      comply with such restrictions and provisions.

            9. That the Owner is not acquiring and will not transfer the Class
      [R-I] [R-II] Certificates in order to impede the assessment or collection
      of any tax.

            10. That the Owner has historically paid its debts as they have come
      due, intends to continue to pay its debts as they come due in the future,
      and anticipates that it will, so long as it holds any of the Class [R-I]
      [R-II] Certificates, have sufficient assets to pay any taxes owed by the
      holder of such Class [R-I] [R-II] Certificates.

            11. That the Owner has no present knowledge that it may become
      insolvent or subject to a bankruptcy proceeding for so long as it holds
      any of the Class [R-I] [R-II] Certificates.

            12. That the Owner has no present knowledge or expectation that it
      will be unable to pay any United States taxes owed by it so long as any of
      the Certificates remain outstanding. In this regard, the Owner hereby
      represents to and for the benefit of the Person from whom it acquired the
      Class [R-I] [R-II] Certificates that the Owner intends to pay taxes
      associated with holding the Class [R-I] [R-II] Certificates as they become
      due, fully understanding that it may incur tax liabilities in excess of
      any cash flows generated by the Class [R-I] [R-II] Certificates.

            13. That the Owner is not acquiring the Class [R-I] [R-II]
      Certificates with the intent to transfer any of the Class [R-I] [R-II]
      Certificates to any person or entity that will not have sufficient assets
      to pay any taxes owed by the holder of such Class [R-I] [R-II]
      Certificates, or that may become insolvent or subject to a bankruptcy
      proceeding, for so long as the Class [R-I] [R-II] Certificates remain
      outstanding.

            14. That the Owner will, in connection with any transfer that it
      makes of the Class [R-I] [R-II] Certificates, obtain from its transferee
      the representations required by Section 5.02(d) of the Pooling and
      Servicing Agreement under which the Class [R-I] [R-II] Certificates were
      issued and will not consummate any such transfer if it knows, or knows
      facts that should lead it to believe, that any such representations are
      false.

            15. That the Owner will, in connection with any transfer that it
      makes of any Class [R-I] [R-II] Certificate, deliver to the Certificate
      Registrar an affidavit, which represents and warrants that it is not
      transferring such Class [R-I] [R-II] Certificate to impede the assessment
      or collection of any tax and that it has no actual knowledge that the
      proposed transferee: (i) has insufficient assets to pay any taxes owed by
      such transferee as holder of such Class [R-I] [R-II] Certificate; (ii) may
      become insolvent or subject to a bankruptcy proceeding, for so long as the
      Class [R-I] [R-II] Certificates remain outstanding; and (iii) is not a
      "Permitted Transferee".

            16. Check the applicable paragraph:

            |_| The present value of the anticipated tax liabilities associated
with holding the [R-I] [R-II] Certificate, as applicable, does not exceed the
sum of:

            (i)   the present value of any consideration given to the Owner to
                  acquire such [R-I] [R-II] Certificate;

            (ii)  the present value of the expected future distributions on such
                  [R-I] [R-II] Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such [R-I] [R-II] Certificate as the related
                  REMIC generates losses.

            For purposes of this calculation, (i) the Owner 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 Owner 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 Owner.

            |_| The transfer of the [R-I] [R-II] Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Owner is an "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
                  income from the [R-I] [R-II] Certificate will only be taxed in
                  the United States;

            (ii)  at the time of the transfer, and at the close of the Owner's
                  two fiscal years preceding the year of the transfer, the Owner
                  had gross assets for financial reporting purposes (excluding
                  any obligation of a person related to the Owner 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 Owner will transfer the [R-I] [R-II] Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of 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 Owner determined the consideration paid to it to acquire
                  the [R-I] [R-II] Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Owner) that it has determined in good faith.

            |_|   None of the above.

<PAGE>

            IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, by its [Title of Officer] and Authorized Signatory,
attested by its Assistant Secretary, this ____ day of _____, ___.

                                       [NAME OF OWNER]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]



---------------------------------------
         [Assistant] Secretary

            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be [Title of Officer], and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.

            Subscribed and sworn before me this ____ day of _____, _____.



                                       ---------------------------------------
                                                    NOTARY PUBLIC


                                       COUNTY OF _____________________________
                                       STATE OF ______________________________

                                       My Commission expires the
                                          ____ day of ___________, ____.

<PAGE>

                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                        PURSUANT TO SECTION 5.02(d)(i)(D)
                        ---------------------------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2006-C23, Class [R-I] [R-II], evidencing a ____%
            percentage interest in the Class to which they belong

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________ (the "Transferor") to ______________________ (the "Transferee") of the
captioned Class [R-I] [R-II] Certificates (the "Class [R-I] [R-II]
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of March 1, 2006, among
Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank,
National Association, as master servicer, LNR Partners, Inc., as special
servicer and Wells Fargo Bank, N.A., as trustee . All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby represents and warrants to you, as Certificate
Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
      Class [R-I] [R-II] 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 at the time of this transfer has conducted a
      reasonable investigation of the financial condition of the Transferee 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.

            4. The Transferor understands that the transfer of the Class [R-I]
      [R-II] 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 test described above in
      Paragraph 3 has been met as to any transfer.


                                       Very truly yours,


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                          [Date]

Standard & Poor's Ratings Services,
    a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041

Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York  10007

Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement (the "Agreement") dated as of March 1, 2006
relating to Wachovia Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C23. Any term with initial capital letters not
otherwise defined in this notice has the meaning given such term 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 on the date you will deliver to
Wells Fargo Bank, N.A., the trustee under the Agreement (the "Trustee"), a
written confirmation stating that the appointment of the person designated to
become the Special Servicer will not result in the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the
Certificates.

<PAGE>

            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,


                                       WELLS FARGO BANK, N.A.


                                       By:____________________________________
                                          Name:
                                          Title:

Receipt and acknowledged:

Standard & Poor's Ratings Services, a    Moody's Investors Service, Inc.
   division of The McGraw-Hill
   Companies, Inc.

  By:__________________________________     By:_________________________________
  Title:_______________________________     Title:______________________________
  Date:________________________________     Date:_______________________________

<PAGE>

                                   EXHIBIT I-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER
               ---------------------------------------------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

Ladies & Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement
dated as of March 1, 2006 relating to Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2006-C23 (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 3.23(b) of the Agreement as if it were the
Special Servicer thereunder.



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


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                    EXHIBIT J

                                   [RESERVED]

<PAGE>

                                   EXHIBIT K-1

               FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE
                          REQUEST BY BENEFICIAL HOLDER
                          ----------------------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina 28288

LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2006-C23

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement"),
among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer (in such
capacity, the "Master Servicer"), LNR Partners, Inc., as special servicer, (the
"Special Servicer") and Wells Fargo Bank, N.A., as trustee (the "Trustee"), with
respect to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2006-C23 (the "Certificates"), the undersigned
hereby certifies and agrees as follows:

            1. The undersigned is a beneficial owner of the Class ____
      Certificates.

            2. The undersigned is requesting access to the information posted to
      the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
      Servicing Agreement, or the information identified on the schedule
      attached hereto pursuant to Section 3.15 of the Pooling and Servicing
      Agreement (the "Information").

            3. In consideration of the [Trustee's] [Master Servicer's] [Special
      Servicer's] disclosure to the undersigned of the Information, the
      undersigned will keep the Information confidential (except from its agents
      and auditors), and such Information will not, without the prior written
      consent of the [Trustee] [Master Servicer] [Special Servicer], be
      disclosed by the undersigned or by its officers, directors, partners,
      employees, agents or representatives (collectively, the "Representatives")
      in any manner whatsoever, in whole or in part; provided that the
      undersigned may provide all or any part of the Information to any other
      person or entity that holds or is contemplating the purchase of any
      Certificate or interest therein, but only if such person or entity
      confirms in writing such ownership interest or prospective ownership
      interest and agrees to keep it confidential.

            4. The undersigned will not use or disclose the Information in any
      manner which could result in a violation of any provision of the
      Securities Act of 1933, as amended, (the "Securities Act"), or the
      Securities Exchange Act of 1934, as amended, or would require registration
      of any Certificate pursuant to Section 5 of the Securities Act.

            5. The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Master Servicer, the Special Servicer and the
      Trust for any loss, liability or expense incurred thereby with respect to
      any such breach by the undersigned or any of its Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       ---------------------------------------
                                               BENEFICIAL HOLDER OF A
                                                     CERTIFICATE

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Phone:______________________________

<PAGE>

                                   EXHIBIT K-2

                    FORM OF PROSPECTIVE PURCHASER CERTIFICATE
                    -----------------------------------------

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina  28288
Attention: Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
           Pass-Through Certificates, Series 2006-C23

LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates,
            Series 2006-C23 (the "Certificates")

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement, dated as of March 1, 2006 (the "Pooling and Servicing Agreement"),
among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer (in such
capacity, the "Master Servicer"), LNR Partners, Inc., as special servicer, (the
"Special Servicer") and Wells Fargo Bank, N.A., as trustee (the "Trustee"), with
respect to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2006-C23 (the "Certificates"), the undersigned
hereby certifies and agrees as follows:

            1. The undersigned is contemplating an investment in the Class __
      Certificates.

            2. The undersigned is requesting access to the information posted to
      the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
      Servicing Agreement, or the information identified on the schedule
      attached hereto pursuant to Section 3.15 of the Pooling and Servicing
      Agreement (the "Information") for use in evaluating such possible
      investment.

            3. In consideration of the [Trustee's] [Master Servicer's] [Special
      Servicer's] disclosure to the undersigned of the Information, the
      undersigned will keep the Information confidential (except from its agents
      and auditors), and such Information will not, without the prior written
      consent of the [Trustee] [Master Servicer] [Special Servicer], be
      disclosed by the undersigned or by its officers, directors, partners
      employees, agents or representatives (collectively, the "Representatives")
      in any manner whatsoever, in whole or in part.

            4. The undersigned will not use or disclose the Information in any
      manner which could result in a violation of any provision of the
      Securities Act of 1933, as amended (the "Securities Act"), or the
      Securities Exchange Act of 1934, as amended, or would require registration
      of any Certificate pursuant to Section 5 of the Securities Act.

            5. The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Master Servicer, the Special Servicer and the
      Trust for any loss, liability or expense incurred thereby with respect to
      any such breach by the undersigned or any of its Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       ---------------------------------------
                                               [PROSPECTIVE PURCHASER]


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Phone:______________________________

<PAGE>

                                    EXHIBIT L

                            INITIAL COMPANION HOLDERS

Name: Wachovia Bank, National Association, with respect to the Prime Outlets
Pool Pari Passu Companion Loan

            Address: 301 South College Street, Charlotte, North Carolina 28288

            Wiring Instructions:

            Tax Identification Number:

Name: The trust fund created under the 2005-C22 Pooling and Servicing Agreement,
with respect to the Hyatt Center Pari Passu Companion Loan

            Address:

            Wiring Instructions:

            Tax Identification Number:

Name: SLG 620 Sixth Funding LLC, with respect to the 620 Avenue of the Americas
Companion Loan

            Address: c/o Gramercy Capital Corp., 420 Lexington Avenue, New York,
New York 10170

            Wiring Instructions:

            Tax Identification Number:

Name: MMA B-Note Value Fund, LP, with respect to the Hohokam Towers Companion
Loan

            Address: MMA Realty Capital, Inc., 99 Park Avenue, Suite 2010, New
York, New York 10016

            Wiring Instructions:

            Tax Identification Number:

Name: Caplease, LP, with respect to the DEA/ATF Building Companion Loan and the
SSA-Austin, TX Companion Loan

            Address: 51 JFK Parkway, Fourth Floor East, Short Hills, New Jersey
07078

            Wiring Instructions:

            Tax Identification Number:

<PAGE>

                                  EXHIBIT M

                        FORM OF PURCHASE OPTION NOTICE
                           PURSUANT TO SECTION 3.18
                           ------------------------

                                    [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services (CMBS)
      Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C23

Wachovia Bank, National Association
NC 1075
8739 Research Drive URP4
Charlotte, North Carolina  28262-1075
Attention: Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
           Through Certificates, Series 2006-C23

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2006-C23

Ladies and Gentlemen:

            The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase Mortgage Loan number ____
from the Trust Fund, pursuant to Section 3.18 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement") dated as of March 1, 2006, by
and among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia
Bank, National Association, as master servicer, LNR Partners, Inc., as special
servicer and Wells Fargo Bank, N.A., as trustee. Capitalized terms used herein
and not otherwise defined shall have the meaning set forth in the Pooling and
Servicing Agreement.

            The undersigned Option Holder [is the Special Servicer] [is the
Majority Subordinate Certificateholder] [acquired its Purchase Option from the
[Special Servicer] [Majority Subordinate Certificateholder] on _________].

            The undersigned Option Holder is exercising its Purchase Option at
the cash price of $______________, which amount equals or exceeds the Option
Price, as defined in Section 3.18(c) of the Pooling and Servicing Agreement.
Within ten (10) Business Days of the date hereof, [the undersigned Option
Holder] [______________, an Affiliate of the undersigned Option Holder] will
deliver the Option Price to or at the direction of the Special Servicer in
exchange for the release of the Mortgage Loan, the related Mortgaged Property
and delivery of the related Mortgage Loan File.

            The undersigned Option Holder agrees that it shall prepare and
provide the Special Servicer with such instruments of transfer or assignment, in
each case without recourse, as shall be reasonably necessary to vest in it or
its designee the ownership of Mortgage Loan ____, together with such other
documents or instruments as the Special Servicer shall reasonably require to
consummate the purchase contemplated hereby.

            The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option Notice may not be revoked and that the
undersigned Option Holder, or its designee, shall be obligated to close its
purchase of Mortgage Loan ___ in accordance with the terms and conditions of
this letter and Section 3.18 of the Pooling and Servicing Agreement.


                                       Very truly yours,


                                       [Option Holder]


                                       By:____________________________________
                                          Name:
                                          Title:

            [By signing this letter in the space provided below, the [Special
Servicer] [Majority Subordinate Certificateholder] hereby acknowledges and
affirms that it transferred its Purchase Option to the Option Holder identified
above on [_________].

[_____________________________]

By:
Name:
Title:

<PAGE>

                                    EXHIBIT N

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN
                      -------------------------------------

            To:   Standard & Poor's Ratings Services,
                      a division of The McGraw-Hill Companies, Inc.
                  55 Water Street
                  New York, New York  10041

                  Attn: Commercial Mortgage Surveillance

            From: Wachovia Bank, National Association, in its capacity
                  as Master Servicer (the "Master Servicer") under the
                  Pooling and Servicing Agreement dated as of March 1, 2006
                  (the "Pooling and Servicing Agreement"), among the Master
                  Servicer, Wells Fargo Bank, N.A., as trustee and others.

            Date: __________, 20___

            Re:   Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                  Series 2006-C23

                  Mortgage Loan (the "Mortgage Loan") identified by loan
                  number _____ on the Mortgage Loan Schedule attached to the
                  Pooling and Servicing Agreement and heretofore secured by
                  the Mortgaged Properties identified on the Mortgage Loan
                  Schedule by the following
                  names: _______________________
                         _______________________

            Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

            As Master Servicer under the Pooling and Servicing Agreement, we
hereby:

            (a) 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 entire principal balance of the
            Mortgage Loan; or

            ____ a partial defeasance of a portion of the principal balance of
            the Mortgage Loan that represents and, an allocated loan amount of
            $____________ or _______% of the entire principal balance of the
            Mortgage Loan;

            (b) Certify that each of the following is true, subject to those
exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing
Standard, will have no material adverse effect on the Mortgage Loan or the
defeasance transaction:

            (ii)     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.

            (iii)    The defeasance was consummated on __________, 20__.

            (iv)     The defeasance collateral consists of securities that (i)
                     constitute "government securities" as defined in Section
                     2(a)(16) of the Investment Company Act of 1940 as amended
                     (15 U.S.C. 80A1), (ii) are listed as "Qualified Investments
                     for 'AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash
                     Flow Approach" in Standard & Poor's Public Finance Criteria
                     2000, as amended to the date of the defeasance, (iii) are
                     rated 'AAA' by S&P, (iv) if they include a principal
                     obligation, the principal due at maturity cannot vary or
                     change, and (v) are not subject to prepayment, call or
                     early redemption.

            (v)      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.

            (vi)     The Master Servicer determined that the defeasance
                     collateral will be owned by an entity (the "Defeasance
                     Obligor") that is a Single-Purpose Entity (as defined in
                     Standard & Poor's Structured Finance Ratings Real Estate
                     Finance Criteria, as amended to the date of the defeasance
                     (the "S&P Criteria")) as of the date of the defeasance, and
                     after the defeasance owns no assets other than the
                     defeasance collateral and real property securing Mortgage
                     Loans included in the pool.

            (vii)    The Master Servicer received written confirmation of the
                     crediting 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 a securities intermediary and has
                     been pledged to the Trustee.

            (viii)   The agreements executed in connection with the defeasance
                     (i) grant control of the pledged securities account to the
                     Trustee, (ii) require the securities intermediary to make
                     the scheduled payments on the Mortgage Loan from the
                     proceeds of the defeasance collateral directly to the
                     Servicer's collection account in the amounts and on the
                     dates specified in the Mortgage Loan documents or, in a
                     partial defeasance, the portion of such scheduled payments
                     attributed to the allocated loan amount for the real
                     property defeased, increased by any defeasance premium
                     specified in the Mortgage Loan documents (the "Scheduled
                     Payments"), (iii) permit reinvestment of proceeds of the
                     defeasance collateral only in Permitted Investments (as
                     defined in the S&P Criteria), (iv) permit release of
                     surplus defeasance collateral and earnings on reinvestment
                     from the pledged securities account only after the Mortgage
                     Loan has been paid in full, if any such release is
                     permitted, (v) prohibit transfers by the Defeasance Obligor
                     of the defeasance collateral and subordinate liens against
                     the defeasance collateral, and (vi) 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.

            (ix)     The Master Servicer received written confirmation from a
                     firm of independent certified public accountants, who were
                     approved by Master Servicer in accordance with the
                     Servicing Standard stating that (i) revenues from 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), (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.

            (x)      The Mortgage Loan is not among the ten (10) largest loans
                     in the pool. The entire principal balance of the Mortgage
                     Loan as of the date of defeasance was less than both
                     $[______] and five percent of the pool balance, which is
                     less than [__]% of the aggregate Certificate Balance of the
                     Certificates as of the date of the most recent Trustee's
                     Distribution Date Statement received by us (the "Current
                     Report").

            (xi)     The defeasance described herein, together with all prior
                     and simultaneous defeasances of Mortgage Loans, brings the
                     total of all fully and partially defeased Mortgage Loans to
                     $__________________, which is _____% of the aggregate
                     Certificate Balance of the Certificates as of the date of
                     the Current Report.

            (c) 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.

            (d) 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.

            (e) Agree to provide copies of all items listed in Exhibit B to you
upon request.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                       WACHOVIA BANK, NATIONAL ASSOCIATION


                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT O

                      FORM OF DEPOSITOR CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K
                             -----------------------

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series 2006-C23 (the "Trust")

            I, [identify the certifying individual], a [title] of Wachovia
Commercial Mortgage Securities, Inc., the depositor into the above-referenced
Trust, certify that:

            1. I have reviewed this annual report on Form 10-K, and all reports
      Form 10-D required to be filed in respect of periods included in the year
      covered by this annual report, of the Trust;

            2. Based on my knowledge, the 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 this annual report;

            3. Based on my knowledge, all of the distribution, servicing and
      other information required to be provided under Form 10-D for the period
      covered by this report is included in the Exchange Act periodic reports;

            4. Based on my knowledge and the servicer compliance statements
      required in this report under Item 1123 of Regulation AB, and except as
      disclosed in the Exchange Act periodic report, the servicers have
      fulfilled their obligations 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 required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.

<PAGE>

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: LNR Partners, Inc. and
Wells Fargo Bank, N.A.

Date:___________________________




---------------------------------------------
President and Chief Executive Officer
Wachovia Commercial Mortgage Securities, Inc.

<PAGE>

                                    EXHIBIT P

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                                 BY THE TRUSTEE
                                 --------------

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series 2006-C23 (the "Trust")

            I, [identify the certifying individual], a [title] of Wells Fargo
Bank, N.A., certify to Wachovia Commercial Mortgage Securities, Inc. 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. I have reviewed this annual report on Form 10-K, and all reports
      on Form 10-D required to be filed in respect of the period included in the
      year covered by this annual report, of the Trust;

            2. Based on my knowledge, the distribution information in these
      reports, taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

            3. Based on my knowledge, the distribution and servicing information
      required to be provided to the trustee by the master servicer under the
      pooling and servicing agreement is included in the reports delivered by
      the master servicer to the trustee;

            4. I am responsible for reviewing the activities performed by the
      trustee and based on my knowledge and the compliance reviews conducted in
      preparing the trustee compliance statements required for inclusion on Form
      10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on
      any Form 10-D or 10-K, the trustee has fulfilled its obligations in all
      material respects under the pooling and servicing agreement; and

            5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities with respect to the trustee required to be included in Form
      10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
      13a-18 and 15d-18 have been included as an exhibit to Form 10-K, except as
      otherwise disclosed in Form 10-K. Any material instances of noncompliance
      described in such reports have been disclosed in such report on Form 10-K.


Date:___________________________




------------------------------
[Title]
Wells Fargo Bank, N.A.

<PAGE>

                                   EXHIBIT Q-1

                   FORM OF MASTER SERVICER CERTIFICATION TO BE
                            PROVIDED TO THE DEPOSITOR
                            -------------------------

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series 2006-C23 (the "Trust")

            I, [identify the certifying individual], a [title] of Wachovia Bank,
National Association, certify to Wachovia Commercial Mortgage Securities, Inc.
and their officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the pooling
and servicing agreement), that:

            1. I have reviewed the servicing reports relating to the Trust
      delivered by the master servicer to the trustee pursuant to the pooling
      and servicing agreement covering the fiscal year [_____];

            2. Based on my knowledge, the servicing information in these reports
      delivered by the master servicer, taken as a whole, does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;

            3. Based on my knowledge, and assuming that the special servicer
      timely delivered to the master servicer all servicing information required
      to be provided to the master servicer by the special servicer under the
      pooling and servicing agreement, the servicing information required to be
      provided 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 annual compliance reviews conducted in preparing the
      servicer compliance statements required in this report under Item 1123 of
      Regulation AB with respect to the master servicer, and except as disclosed
      in the compliance certificate delivered by the master servicer under
      Section 3.13 of the pooling and servicing agreement, the master servicer
      has fulfilled its obligations under the pooling and servicing agreement in
      all material respects;

            5. The accountant's statement delivered pursuant to Section 3.14 of
      the pooling and servicing agreement discloses all significant deficiencies
      relating to the master servicer's compliance with the minimum servicing
      standards based upon the report provided by an independent public
      accountant, after conducting a review in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar procedure, as
      set forth in the pooling and servicing agreement; and

            6. 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 master servicer required to be included in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules 13a-18 and 15d-18 have been included as an exhibit to this report,
      except as otherwise disclosed in this report. Any material instances of
      noncompliance described in such reports have been disclosed in this report
      on Form 10-K.

            In giving the certification above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [names of
sub-servicers].



Date:___________________________



-----------------------------------
[Title]
Wachovia Bank, National Association

<PAGE>

                                   EXHIBIT Q-2

                  FORM OF SPECIAL SERVICER CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR
                              ---------------------

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series 2006-C23 (the "Trust")

            I, [identify the certifying individual], a [title] of LNR Partners,
Inc., certify to Wachovia Commercial Mortgage Securities, Inc. and their
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification (capitalized terms used herein without
definition shall have the meanings assigned to such terms in the pooling and
servicing agreement), that:

            1. I have reviewed the servicing reports relating to the Trust
      delivered by the special servicer to the depositor pursuant to Section
      3.13 of the pooling and servicing agreement covering the fiscal year
      [____];

            2. Based on my knowledge, the servicing information in these reports
      delivered by the special servicer, 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 such reports;

            3. Based on my knowledge, the servicing information required to be
      provided under Section 3.13 of the pooling and servicing agreement is
      included in such servicing reports delivered by the special servicer to
      the depositor;

            4. 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 annual compliance reviews conducted in preparing the
      servicer compliance statements required in such reports under Item 1123 of
      Regulation AB with respect to the special servicer, and except as
      disclosed in the compliance certificate delivered by the special servicer
      under Section 3.13 of the pooling and servicing agreement, the special
      servicer has fulfilled its obligations under the pooling and servicing
      agreement in all material respects;

            5. The accountant's statement delivered pursuant to Section 3.14 of
      the pooling and servicing agreement discloses all significant deficiencies
      relating to the special servicer's compliance with the minimum servicing
      standards based upon the report provided by an independent public
      accountant, after conducting a review in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar procedure, as
      set forth in the pooling and servicing agreement; and

            6. 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 special servicer required to be delivered
      by the special servicer under the pooling and servicing agreement in
      accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
      and 15d-18 have been delivered pursuant to the terms of the pooling and
      servicing agreement. Any material instances of noncompliance with the
      servicing criteria have been disclosed in such reports.



Date:___________________________



--------------------------------
[Title]
LNR Partners, Inc.

<PAGE>

                                    EXHIBIT R

                  CLASS A-PB PLANNED PRINCIPAL BALANCE SCHEDULE

Period      Date       Balance ($)     Period      Date       Balance ($)
------      ----       -----------     ------      ----       -----------
     0     3/7/2006   252,071,000.00       57   12/15/2010   252,071,000.00
     1    4/15/2006   252,071,000.00       58    1/15/2011   252,071,000.00
     2    5/15/2006   252,071,000.00       59    2/15/2011   252,070,953.39
     3    6/15/2006   252,071,000.00       60    3/15/2011   247,674,262.97
     4    7/15/2006   252,071,000.00       61    4/15/2011   244,460,764.98
     5    8/15/2006   252,071,000.00       62    5/15/2011   240,831,411.92
     6    9/15/2006   252,071,000.00       63    6/15/2011   237,584,795.98
     7   10/15/2006   252,071,000.00       64    7/15/2011   233,923,238.02
     8   11/15/2006   252,071,000.00       65    8/15/2011   230,638,289.19
     9   12/15/2006   252,071,000.00       66    9/15/2011   227,337,442.50
    10    1/15/2007   252,071,000.00       67   10/15/2011   223,622,210.46
    11    2/15/2007   252,071,000.00       68   11/15/2011   220,287,408.01
    12    3/15/2007   252,071,000.00       69   12/15/2011   216,539,156.35
    13    4/15/2007   252,071,000.00       70    1/15/2012   213,170,073.64
    14    5/15/2007   252,071,000.00       71    2/15/2012   209,765,951.23
    15    6/15/2007   252,071,000.00       72    3/15/2012   205,547,729.07
    16    7/15/2007   252,071,000.00       73    4/15/2012   202,106,716.99
    17    8/15/2007   252,071,000.00       74    5/15/2012   198,251,434.80
    18    9/15/2007   252,071,000.00       75    6/15/2012   194,775,110.91
    19   10/15/2007   252,071,000.00       76    7/15/2012   190,885,490.41
    20   11/15/2007   252,071,000.00       77    8/15/2012   187,373,517.22
    21   12/15/2007   252,071,000.00       78    9/15/2012   183,844,546.95
    22    1/15/2008   252,071,000.00       79   10/15/2012   179,903,731.48
    23    2/15/2008   252,071,000.00       80   11/15/2012   176,228,714.49
    24    3/15/2008   252,071,000.00       81   12/15/2012   172,137,144.18
    25    4/15/2008   252,071,000.00       82    1/15/2013   168,387,550.61
    26    5/15/2008   252,071,000.00       83    2/15/2013   164,573,884.19
    27    6/15/2008   252,071,000.00       84    3/15/2013   159,481,235.06
    28    7/15/2008   252,071,000.00       85    4/15/2013   155,624,533.01
    29    8/15/2008   252,071,000.00       86    5/15/2013   151,330,405.01
    30    9/15/2008   252,071,000.00       87    6/15/2013   147,434,317.40
    31   10/15/2008   252,071,000.00       88    7/15/2013   143,101,889.95
    32   11/15/2008   252,071,000.00       89    8/15/2013   139,166,040.98
    33   12/15/2008   252,071,000.00       90    9/15/2013   135,211,173.23
    34    1/15/2009   252,071,000.00       91   10/15/2013   130,821,586.62
    35    2/15/2009   252,071,000.00       92   11/15/2013   126,826,396.68
    36    3/15/2009   252,071,000.00       93   12/15/2013   122,397,599.84
    37    4/15/2009   252,071,000.00       94    1/15/2014   118,361,702.98
    38    5/15/2009   252,071,000.00       95    2/15/2014   114,306,303.37
    39    6/15/2009   252,071,000.00       96    3/15/2014   108,994,258.40
    40    7/15/2009   252,071,000.00       97    4/15/2014   104,893,592.55
    41    8/15/2009   252,071,000.00       98    5/15/2014   100,362,228.48
    42    9/15/2009   252,071,000.00       99    6/15/2014    96,219,849.31
    43   10/15/2009   252,071,000.00      100    7/15/2014    91,647,922.24
    44   11/15/2009   252,071,000.00      101    8/15/2014    87,463,431.76
    45   12/15/2009   252,071,000.00      102    9/15/2014    83,258,719.70
    46    1/15/2010   252,071,000.00      103   10/15/2014    78,626,178.67
    47    2/15/2010   252,071,000.00      104   11/15/2014    74,378,760.53
    48    3/15/2010   252,071,000.00      105   12/15/2014    69,704,691.10
    49    4/15/2010   252,071,000.00      106    1/15/2015    60,701,093.26
    50    5/15/2010   252,071,000.00      107    2/15/2015    23,831,589.56
    51    6/15/2010   252,071,000.00      108    3/15/2015    18,305,299.23
    52    7/15/2010   252,071,000.00      109    4/15/2015    13,962,327.02
    53    8/15/2010   252,071,000.00      110    5/15/2015     9,196,561.19
    54    9/15/2010   252,071,000.00      111    6/15/2015     4,809,565.38
    55   10/15/2010   252,071,000.00      112    7/15/2015           989.94
    56   11/15/2010   252,071,000.00      113    8/15/2015                0

<PAGE>

                                    EXHIBIT S

                           RELEVANT SERVICING CRITERIA

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Trustee, the Master
Servicer, the Special Servicer and each Sub-Servicer identified by the Master
Servicer or the Special Servicer shall address, at a minimum, the criteria
identified below as applicable to each Reporting Servicer:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                        SERVICING CRITERIA
----------------------------------------------------------------------------------------------------------------------------------
  Reference                                                  Criteria                                           Reporting Servicer
----------------------------------------------------------------------------------------------------------------------------------
                                                 General Servicing Considerations
<S>                <C>                                                                                            <C>
                                                                                                                  Master Servicer
                   Policies and procedures are instituted to monitor any performance or other triggers and        Special Servicer
1122(d)(1)(i)      events of default in accordance with the transaction agreements.                                   Trustee
----------------                                                                                                  ----------------
                   If any material servicing activities are outsourced to third parties, policies and             Master Servicer
                   procedures are instituted to monitor the third party's performance and compliance with such    Special Servicer
1122(d)(1)(ii)     servicing activities.                                                                              Trustee
----------------                                                                                                  ----------------
                   Any requirements in the transaction agreements to maintain a back-up servicer for the
1122(d)(1)(iii)    mortgage loans are maintained.
----------------                                                                                                  ----------------
                   A fidelity bond and errors and omissions policy is in effect on the party participating in
                   the servicing function throughout the reporting period in the amount of coverage required by   Master Servicer
1122(d)(1)(iv)     and otherwise in accordance with the terms of the transaction agreements.                      Special Servicer
----------------                                                                                                  ----------------
                                                Cash Collection and Administration
----------------                                                                                                  ----------------
                   Payments on mortgage loans are deposited into the appropriate custodial bank accounts and      Master Servicer
                   related bank clearing accounts no more than two business days following receipt, or such       Special Servicer
1122(d)(2)(i)      other number of days specified in the transaction agreements.                                      Trustee
----------------                                                                                                  ----------------
                   Disbursements made via wire transfer on behalf of an obligor or to an investor are made only       Trustee
1122(d)(2)(ii)     by authorized personnel.
----------------                                                                                                  ----------------
                   Advances of funds or guarantees regarding collections, cash flows or distributions, and any    Master Servicer
                   interest or other fees charged for such advances, are made, reviewed and approved as           Special Servicer
1122(d)(2)(iii)    specified in the transaction agreements.                                                           Trustee
----------------                                                                                                  ----------------
                   The related accounts for the transaction, such as cash reserve accounts or accounts            Master Servicer
                   established as a form of overcollateralization, are separately maintained (e.g., with          Special Servicer
1122(d)(2)(iv)     respect to commingling of cash) as set forth in the transaction agreements.                        Trustee
----------------                                                                                                  ----------------
                   Each custodial account is maintained at a federally insured depository institution as set
                   forth in the transaction agreements. For purposes of this criterion, "federally insured        Master Servicer
                   depository institution" with respect to a foreign financial institution means a foreign        Special Servicer
                   financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities            Trustee
1122(d)(2)(v)      Exchange Act.
----------------                                                                                                  ----------------
                                                                                                                  Master Servicer
                                                                                                                  Special Servicer
1122(d)(2)(vi)     Unissued checks are safeguarded so as to prevent unauthorized access.                              Trustee
----------------                                                                                                  ----------------
                   Reconciliations are prepared on a monthly basis for all asset-backed securities related bank
                   accounts, including custodial accounts and related bank clearing accounts. These
                   reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
                   the bank statement cutoff date, or such other number of days specified in the transaction
                   agreements; (C) reviewed and approved by someone other than the person who prepared the            Trustee
                   reconciliation; and (D) contain explanations for reconciling items. These reconciling items    Master Servicer
                   are resolved within 90 calendar days of their original identification, or such other number    Special Servicer
1122(d)(2)(vii)    of days specified in the transaction agreements.
----------------                                                                                                  ----------------
                                                Investor Remittances and Reporting
----------------                                                                                                  ----------------
                   Reports to investors, including those to be filed with the Commission, are maintained in
                   accordance with the transaction agreements and applicable Commission requirements.
                   Specifically, such reports (A) are prepared in accordance with timeframes and other terms
                   set forth in the transaction agreements; (B) provide information calculated in accordance
                   with the terms specified in the transaction agreements; (C) are filed with the Commission as
                   required by its rules and regulations; and (D) agree with investors' or the trustee's
                   records as to the total unpaid principal balance and number of mortgage loans serviced by
1122(d)(3)(i)      the Reporting Servicer.                                                                            Trustee
----------------                                                                                                  ----------------
                   Amounts due to investors are allocated and remitted in accordance with timeframes,
1122(d)(3)(ii)     distribution priority and other terms set forth in the transaction agreements.                     Trustee
----------------                                                                                                  ----------------
                   Disbursements made to an investor are posted within two business days to the Servicer's
1122(d)(3)(iii)    investor records, or such other number of days specified in the transaction agreements.            Trustee
----------------                                                                                                  ----------------
                   Amounts remitted to investors per the investor reports agree with cancelled checks, or other
1122(d)(3)(iv)     form of payment, or custodial bank statements.                                                     Trustee
----------------                                                                                                  ----------------
                                                     Pool Asset Administration
----------------                                                                                                  ----------------
                                                                                                                      Trustee
                   Collateral or security on mortgage loans is maintained as required by the transaction          Master Servicer
1122(d)(4)(i)      agreements or related mortgage loan documents.                                                 Special Servicer
----------------                                                                                                  ----------------
                                                                                                                      Trustee
1122(d)(4)(ii)     Mortgage loan and related documents are safeguarded as required by the transaction agreement   Special Servicer
----------------                                                                                                  ----------------
                   Any additions, removals or substitutions to the mortgage loan  pool are made, reviewed and         Trustee
1122(d)(4)(iii)    approved in accordance with any conditions or requirements in the transaction agreements.      Special Servicer
----------------                                                                                                  ----------------
                   Payments on mortgage loans, including any payoffs, made in accordance with the related
                   mortgage loan documents are posted to the Servicer's obligor records maintained no more than
                   two business days after receipt, or such other number of days specified in the transaction
                   agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance
1122(d)(4)(iv)     with the related mortgage loan documents.                                                      Master Servicer
----------------                                                                                                  ----------------
                   The Reporting Servicer's records regarding the mortgage loans agree with the Reporting
1122(d)(4)(v)      Servicer's records with respect to an obligor's unpaid principal balance.                      Master Servicer
----------------                                                                                                  ----------------
                   Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan
                   modifications or re-agings) are made, reviewed and approved by authorized personnel in         Master Servicer
1122(d)(4)(vi)     accordance with the transaction agreements and related pool asset documents.                   Special Servicer
----------------                                                                                                  ----------------
                   Loss mitigation or recovery actions (e.g., forbearance plans, modifications and 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
1122(d)(4)(vii)    transaction agreements.                                                                        Special Servicer
----------------                                                                                                  ----------------
                   Records documenting collection efforts are maintained during the period a mortgage loan is
                   delinquent in accordance with the transaction agreements. Such records are maintained on at
                   least a monthly basis, or such other period specified in the transaction agreements, and
                   describe the entity's activities in monitoring delinquent mortgage loans including, for
                   example, phone calls, letters and payment rescheduling plans in cases where delinquency is     Master Servicer
1122(d)(4)(viii)   deemed temporary (e.g., illness or unemployment).                                              Special Servicer
----------------                                                                                                  ----------------
                   Adjustments to interest rates or rates of return for mortgage loans with variable rates are
1122(d)(4)(ix)     computed based on the related mortgage loan documents.                                         Master Servicer
----------------                                                                                                  ----------------
                   Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds
                   are analyzed, in accordance with the obligor's mortgage loan documents, on at least an
                   annual basis, or such other period specified in the transaction agreements; (B) interest on
                   such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
                   documents and state laws; and (C) such funds are returned to the obligor within 30 calendar
                   days of full repayment of the related mortgage loans, or such other number of days specified
1122(d)(4)(x)      in the transaction agreements.                                                                 Master Servicer
----------------                                                                                                  ----------------
                   Payments made on behalf of an obligor (such as tax or insurance payments) are made on or
                   before the related penalty or expiration dates, as indicated on the appropriate bills or
                   notices for such payments, provided that such support has been received by the servicer at
                   least 30 calendar days prior to these dates, or such other number of days specified in the
1122(d)(4)(xi)     transaction agreements.                                                                        Master Servicer
----------------                                                                                                  ----------------
                   Any late payment penalties in connection with any payment to be made on behalf of an obligor
                   are paid from the servicer's funds and not charged to the obligor, unless the late payment
1122(d)(4)(xii)    was due to the obligor's error or omission.                                                    Master Servicer
----------------                                                                                                  ----------------
                   Disbursements made on behalf of an obligor are posted within two business days to the
                   obligor's records maintained by the servicer, or such other number of days specified in the
1122(d)(4)(xiii)   transaction agreements.                                                                        Master Servicer
----------------                                                                                                  ----------------
                   Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in
1122(d)(4)(xiv)    accordance with the transaction agreements.                                                    Master Servicer
----------------                                                                                                  ----------------
                   Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item
1122(d)(4)(xv)     1115 of Regulation AB, is maintained as set forth in the transaction agreements.                     N/A
----------------                                                                                                  ----------------

</TABLE>

[NAME OF REPORTING SERVICER]

Date: __________________________
By: ____________________________
Name: __________________________
Title: _________________________

<PAGE>

                                    EXHIBIT T

                        CLASS X-P REFERENCE RATE SCHEDULE

Interest                  Class X-P    Interest                  Class X-P
Accrual    Distribution   Reference    Accrual    Distribution   Reference
Period         Date          Rate       Period        Date          Rate
--------   ------------   ----------   --------   ------------   ----------
       1      4/15/2006     5.73642%         44     11/15/2009     5.73279%
       2      5/15/2006     5.55506%         45     12/15/2009     5.55167%
       3      6/15/2006     5.73636%         46      1/15/2010     5.55164%
       4      7/15/2006     5.55501%         47      2/15/2010     5.55162%
       5      8/15/2006     5.73631%         48      3/15/2010     5.55198%
       6      9/15/2006     5.73628%         49      4/15/2010     5.73263%
       7     10/15/2006     5.55493%         50      5/15/2010     5.55152%
       8     11/15/2006     5.73622%         51      6/15/2010     5.73255%
       9     12/15/2006     5.55488%         52      7/15/2010     5.55145%
      10      1/15/2007     5.55485%         53      8/15/2010     5.73248%
      11      2/15/2007     5.55483%         54      9/15/2010     5.73315%
      12      3/15/2007     5.55499%         55     10/15/2010     5.55359%
      13      4/15/2007     5.73593%         56     11/15/2010     5.73541%
      14      5/15/2007     5.55461%         57     12/15/2010     5.55439%
      15      6/15/2007     5.73587%         58      1/15/2011     5.55564%
      16      7/15/2007     5.55455%         59      2/15/2011     5.55224%
      17      8/15/2007     5.73581%         60      3/15/2011     5.55648%
      18      9/15/2007     5.73578%         61      4/15/2011     5.73903%
      19     10/15/2007     5.55447%         62      5/15/2011     5.55592%
      20     11/15/2007     5.73572%         63      6/15/2011     5.73898%
      21     12/15/2007     5.55442%         64      7/15/2011     5.55588%
      22      1/15/2008     5.73566%         65      8/15/2011     5.73893%
      23      2/15/2008     5.55436%         66      9/15/2011     5.73891%
      24      3/15/2008     5.55443%         67     10/15/2011     5.55581%
      25      4/15/2008     5.73558%         68     11/15/2011     5.73885%
      26      5/15/2008     5.55429%         69     12/15/2011     5.55599%
      27      6/15/2008     5.73552%         70      1/15/2012     5.73902%
      28      7/15/2008     5.55424%         71      2/15/2012     5.55594%
      29      8/15/2008     5.73546%         72      3/15/2012     5.55611%
      30      9/15/2008     5.73543%         73      4/15/2012     5.73894%
      31     10/15/2008     5.55416%         74      5/15/2012     5.55587%
      32     11/15/2008     5.73537%         75      6/15/2012     5.73888%
      33     12/15/2008     5.55411%         76      7/15/2012     5.55582%
      34      1/15/2009     5.55408%         77      8/15/2012     5.73882%
      35      2/15/2009     5.55405%         78      9/15/2012     5.73972%
      36      3/15/2009     5.55391%         79     10/15/2012     5.55663%
      37      4/15/2009     5.73301%         80     11/15/2012     5.73966%
      38      5/15/2009     5.55186%         81     12/15/2012     5.55804%
      39      6/15/2009     5.73295%         82      1/15/2013     5.56067%
      40      7/15/2009     5.55180%         83      2/15/2013     5.56282%
      41      8/15/2009     5.73289%         84      3/15/2013     5.56347%
      42      9/15/2009     5.73286%
      43     10/15/2009     5.55172%

<PAGE>

                                  EXHIBIT U

                       ADDITIONAL FORM 10-D DISCLOSURE
--------------------------------------------------------------------------------
           Item on Form 10-D                        Party Responsible
--------------------------------------------------------------------------------
     Item 1: Distribution and Pool         Master Servicer (only with respect to
        Performance Information                    Item 1121 (a)(12))
 Any information required by 1121 which
  is NOT included on the Distribution                   Trustee
             Date Statement
--------------------------------------------------------------------------------
Item 2: Legal Proceedings per Item 1117    (i) All parties to the Pooling and
    of Regulation AB (to the extent            Servicing Agreement (as to
    material to Certificateholders)        themselves), (ii) the Trustee, the
                                             Master Servicer and the Special
                                            Servicer as to the Wachovia Bank
                                           Commercial Mortgage Trust, Commercial
                                            Mortgage Pass-Through Certificates,
                                           Series 2006-C23 (in the case of the
                                             Master Servicer and the Special
                                           Servicer, to be reported by the party
                                             controlling litigation pursuant to
                                              Section 2.03 of the Pooling and
                                              Servicing Agreement), (iii) the
                                             Depositor as to the sponsors, any
                                           1110(b) originator and any 1100(d)(1)
                                                          party
--------------------------------------------------------------------------------
 Item 3: Sale of Securities and Use of                  Depositor
                Proceeds
--------------------------------------------------------------------------------
      Item 4: Defaults Upon Senior                       Trustee
              Certificates
--------------------------------------------------------------------------------
   Item 5: Submission of Matters to a                    Trustee
       Vote of Certificateholders
--------------------------------------------------------------------------------
  Item 6: Significant Obligors of Pool                     N/A
                 Assets
--------------------------------------------------------------------------------
   Item 7:  Significant Enhancement
          Provider Information                          Depositor
--------------------------------------------------------------------------------
 Item 8: Other Information (information   Any party responsible for disclosure
  required to be disclosed on Form 8-K              items on Form 8-K
    that was not properly disclosed)
--------------------------------------------------------------------------------
            Item 9: Exhibits                             Trustee
--------------------------------------------------------------------------------

<PAGE>

                                    EXHIBIT V

                       ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO WELLS FARGO AT
cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO WELLS FARGO AND
WACHOVIA AT THE ADDRESSES IMMEDIATELY BELOW**

Wells Fargo Bank, N.A., as Trustee
9062 Old Annapolis Road
Columbia, Maryland 21045-1951

Attn: Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust,
Series 2006-C23--SEC REPORT PROCESSING

Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
Charlotte, North Carolina 28288
Attention: Charles Culbreth, Managing Director

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

            In accordance with Section [8.17(i)][8.17(j)][8.17(k)] of the
Pooling and Servicing Agreement, dated as of March 1, 2006 (the "Pooling and
Servicing Agreement"), by and among Wachovia Commercial Mortgage Securities,
Inc., as depositor, Wachovia Bank, National Association, as master servicer, LNR
Partners, Inc., as special servicer, and Wells Fargo Bank, N.A., 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:

cc: Depositor

<PAGE>

                                    EXHIBIT W

                         ADDITIONAL FORM 10-K DISCLOSURE

--------------------------------------------------------------------------------
           Item on Form 10-K                        Party Responsible
--------------------------------------------------------------------------------
   Item 1B: Unresolved Staff Comments                   Depositor
--------------------------------------------------------------------------------
       Item 9B: Other Information         Any party responsible for disclosure
 (information required to be disclosed              items on Form 8-K
   on Form 8-K that was not properly
               disclosed)
--------------------------------------------------------------------------------
 Item 15: Exhibits, Financial Statement                  Trustee
               Schedules
--------------------------------------------------------------------------------
            Additional Item:               (i) All parties to the Pooling and
 Disclosure per Item 1117 of Reg AB (to        Servicing Agreement (as to
         the extent material to            themselves), (ii) the Trustee, the
          Certificateholders)                Master Servicer and the Special
                                            Servicer as to the Wachovia Bank
                                          Commercial Mortgage Trust, Commercial
                                            Mortgage Pass-Through Certificates,
                                           Series 2006-C23 (in the case of the
                                             Master Servicer and the Special
                                           Servicer, to be reported by the party
                                             controlling litigation pursuant to
                                              Section 2.03 of the Pooling and
                                            Servicing Agreement), (iii) the
                                            Depositor as to the sponsors, any
                                                1110(b) originator and any
                                                     1100(d)(1) party
--------------------------------------------------------------------------------
            Additional Item:               (i) All parties to the Pooling and
 Disclosure per Item 1119 of Reg AB (to        Servicing Agreement (as to
         the extent material to            themselves), (ii) the Trustee, the
          Certificateholders)                Special Servicer and the Master
                                            Servicer as to the Wachovia Bank
                                          Commercial Mortgage Trust, Commercial
                                            Mortgage Pass-Through Certificates,
                                           Series 2006-C23, (iii) the Depositor
                                             as to the sponsors, any 1110(b)
                                           originator and any 1100(d)(1) party
--------------------------------------------------------------------------------
            Additional Item:                               N/A
 Disclosure per Item 1112(b) of Reg AB
--------------------------------------------------------------------------------
            Additional Item:                            Depositor
    Disclosure per Items 1114(b) and
           1115(b) of Reg AB
--------------------------------------------------------------------------------

<PAGE>

                                    EXHIBIT X

                         FORM 8-K DISCLOSURE INFORMATION

--------------------------------------------------------------------------------
            Item on Form 8-K                        Party Responsible
--------------------------------------------------------------------------------
    Item 1.01- Entry into a Material          All parties to this Agreement
          Definitive Agreement
--------------------------------------------------------------------------------
  Item 1.02- Termination of a Material        All parties to this Agreement
          Definitive Agreement
--------------------------------------------------------------------------------
 Item 1.03- Bankruptcy or Receivership                  Depositor
--------------------------------------------------------------------------------
   Item 2.04- Triggering Events that                    Depositor
    Accelerate or Increase a Direct

 Financial Obligation or an Obligation
 under an Off-Balance Sheet Arrangement
--------------------------------------------------------------------------------
  Item 3.03- Material Modification to                    Trustee
       Rights of Security Holders
--------------------------------------------------------------------------------
  Item 5.03- Amendments of Articles of                  Depositor
   Incorporation or Bylaws; Change of
              Fiscal Year
--------------------------------------------------------------------------------
    Item 6.01- ABS Informational and                    Depositor
         Computational Material
--------------------------------------------------------------------------------
 Item 6.02- Change of Master Servicer,         Master Servicer (as to itself
       Special Servicer or Trustee               or a Sub-Servicer retained
                                                   by the Master Servicer)
                                                     Special Servicer
                                                         Trustee
--------------------------------------------------------------------------------
Item 6.03- Change in Credit Enhancement                 Depositor
          or External Support                            Trustee
--------------------------------------------------------------------------------
 Item 6.04- Failure to Make a Required                   Trustee
              Distribution
--------------------------------------------------------------------------------
   Item 6.05- Securities Act Updating                   Depositor
               Disclosure
--------------------------------------------------------------------------------
      Item 7.01- Reg FD Disclosure                      Depositor
--------------------------------------------------------------------------------
               Item 8.01                                Depositor
--------------------------------------------------------------------------------
               Item 9.01                                Depositor
--------------------------------------------------------------------------------

<PAGE>

                                    EXHIBIT Y

                                SUB-SERVICER LIST

Draper & Kramer, Inc.

CBRE Melody of Texas, LP

GMAC Commercial Mortgage Corporation

Holliday Fenoglio Fowler, LP

Laureate Capital, LLC

Northmarq Capital, Inc.

Red Mortgage Capital, Inc.

Q10 | Essex Financial Group, LLC