Exhibit 4.1


                       CWCapital Commercial Funding Corp.,
                                  as Depositor

                                       and

                      Wachovia Bank, National Association,
                               as Master Servicer

                                       and

                         CWCapital Asset Management LLC,
                               as Special Servicer

                                       and

                             Wells Fargo Bank, N.A.,
                                   as Trustee


                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2006

                             ----------------------
                                 $2,531,161,488

                 COBALT CMBS Commercial Mortgage Trust 2006-C1,

                 Commercial Mortgage Pass-Through Certificates,

                                 Series 2006-C1

<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I

                 DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

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


                                   ARTICLE II

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

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


                                   ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

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


                                   ARTICLE IV

        PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

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


                                    ARTICLE V

                                THE CERTIFICATES

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


                                   ARTICLE VI

 THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE CONTROLLING
                              CLASS REPRESENTATIVE

Section 6.01  Liability of Depositor, Master Servicer and Special
               Servicer....................................................
Section 6.02  Continued Qualification and Compliance of Master
               Servicer; Merger, Consolidation or Conversion of
               Depositor, Master Servicer or Special Servicer..............
Section 6.03  Limitation on Liability of Depositor, Master Servicer and
               Special Servicer............................................
Section 6.04  Resignation of Master Servicer and the Special Servicer......
Section 6.05  Rights of Depositor, Trustee and Companion Loan
               Noteholders in Respect of the Master Servicer and the
               Special Servicer............................................
Section 6.06  Depositor, Master Servicer and Special Servicer to
               Cooperate with Trustee......................................
Section 6.07  Depositor, Special Servicer and Trustee to Cooperate with
               Master Servicer.............................................
Section 6.08  Depositor, Master Servicer and Trustee to Cooperate with
               Special Servicer............................................
Section 6.09  Termination and Designation of Special Servicer by the
               Controlling Class Representative............................
Section 6.10  Master Servicer or Special Servicer as Owner of a
               Certificate.................................................
Section 6.11  Certain Powers of 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...........................
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 and by
               Trustee.....................................................
Section 8.06  Eligibility Requirements for Trustee.........................
Section 8.07  Resignation and Removal of Trustee...........................
Section 8.08  Successor Trustee............................................
Section 8.09  Merger or Consolidation of Trustee...........................
Section 8.10  Appointment of Co-Trustee or Separate Trustee................
Section 8.11  Appointment of Custodians....................................
Section 8.12  Appointment of Authenticating Agents.........................
Section 8.13  Appointment of Tax Administrators............................
Section 8.14  Access to Certain Information................................
Section 8.15  [Reserved.]..................................................
Section 8.16  Representations and Warranties of Trustee....................


                                   ARTICLE IX

                                   TERMINATION

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


                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

Section 10.01 REMIC Administration.........................................


                                   ARTICLE XI

             EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

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


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01 Amendment....................................................
Section 12.02 Recordation of Agreement; Counterparts.......................
Section 12.03 Limitation on Rights of Certificateholders and Companion
               Loan Noteholders............................................
Section 12.04 Governing Law; Consent to Jurisdiction.......................
Section 12.05 Notices......................................................
Section 12.06 Severability of Provisions...................................
Section 12.07 Grant of a Security Interest.................................
Section 12.08 Streit Act...................................................
Section 12.09 Successors and Assigns; Beneficiaries........................
Section 12.10 Article and Section Headings.................................
Section 12.11 Notices to Rating Agencies...................................
Section 12.12 Global Opinions..............................................
Section 12.13 Complete Agreement...........................................

<PAGE>

                             SCHEDULES AND EXHIBITS

Schedule No.  Schedule Description

      I       Mortgage Loan Schedule

     II       Schedule of Exceptions to Mortgage File Delivery

     III      Environmentally Insured Mortgage Loans

     IV       [Reserved]

      V       Schedule of Initial Directing Holder for Each Loan Combination

     VI       Supplemental Servicer Schedule

     VII      Primary Serviced Mortgage Loans

    VIII      [Reserved]

 Exhibit No.  Exhibit Description

     A-1      Form of Class [A-1] [A-2] [A-1A] [A-3] [A-4] Certificate

     A-2      Form of Class IO Certificate

     A-3      Form of Class [A-M] [A-J] [B] [C] [D] Certificate

     A-4      Form of Class [E] [F] [G] [H] [AMP-E1] [AMP-E2] Certificate

     A-5      [Reserved]

     A-6      Form of Class [J] [K] [L] [M] [N] [O] [P] Certificate

     A-7      Form of Class [R-I] [R-II] Certificate

      B       Form of Distribution Date Statement

      C       Form of Custodial Certification

     D-1      Form of Master Servicer Request for Release

     D-2      Form of Special Servicer Request for Release

      E       Form of Mortgage Loan Payoff Notification Report

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

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

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

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

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

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

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

     H-2      Form of Transferor Certificate regarding Residual Interest
              Certificates

     I-1      Form of Notice and Acknowledgment

     I-2      Form of Acknowledgment of Proposed Special Servicer

      J       Reserved

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

      L       Form of Defeasance Certification

      M       Form of Sarbanes-Oxley Certification

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

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

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

      O       Servicing Criteria to be Addressed in Assessment of Compliance

      P       Additional Form 10-D Disclosure

      Q       Additional Form 10-K Disclosure

      R       Form 8-K Disclosure

      S       Form of Additional Disclosure Information

      T       Servicing and Sub-Servicing Agreements

      U       Form Certification to be Provided with Form 10-K

      V       Tenants-In-Common Transfer Compliance

      W       Form of Officer's Certificate - Tenants in Common

<PAGE>

            This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of December 1, 2006, among CWCAPITAL COMMERCIAL FUNDING CORP., as
Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, CWCAPITAL
ASSET MANAGEMENT LLC, as Special Servicer, and Wells Fargo Bank, N.A., as
Trustee.

                             PRELIMINARY STATEMENT:

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

                                  CERTIFICATES

                                 Original Class


                       Approx.             Original Class
                       Initial           Principal Balance
Class             Pass-Through Rate     (or Notional Amount)     Original Rating
Designation          (per annum)        at Initial Issuance       S&P/Fitch(1)
---------------   -----------------     --------------------     ---------------
Class A-1                     5.043%             $47,317,000         AAA/AAA
Class A-2                     5.174%            $358,732,000         AAA/AAA
Class A-AB                    5.223%            $138,924,000         AAA/AAA
Class A-3                     5.311%            $102,255,000         AAA/AAA
Class A-4                     5.223%            $723,677,000         AAA/AAA
Class A-1A                    5.199%            $400,908,000         AAA/AAA
Class IO                         (2)          $2,531,161,488(3)      AAA/AAA
Class A-M                     5.254%            $253,116,000         AAA/AAA
Class A-J                     5.289%            $208,821,000         AAA/AAA
Class B                       5.359%             $50,623,000          AA/AA
Class C                       5.398%             $28,475,000         AA-/AA-
Class D                       5.438%             $34,804,000           A/A
Class E                       5.497%             $22,147,000          A-/A-
Class F                       5.665%             $28,476,000        BBB+/BBB+
Class G                       5.763%             $25,312,000         BBB/BBB
Class H                       5.961%             $34,803,000        BBB-/BBB-
Class J                       4.979%              $6,328,000         BB+/BB+
Class K                       4.979%              $9,492,000          BB/BB
Class L                       4.979%              $9,492,000         BB-/BB-
Class M                       4.979%              $3,164,000          B+/B+
Class N                       4.979%              $6,328,000           B/B
Class O                       4.979%              $6,328,000          B-/B-
Class P                       4.979%             $31,639,488          NR/NR
Class AMP-E1(4)               5.501%             $18,000,000          NR/BB
Class AMP-E2(4)               5.501%              $7,000,000          NR/BB
Class R-I                     N/A(5)                  N/A(5)          NR/NR
Class R-II                    N/A(5)                  N/A(5)          NR/NR

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

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

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

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

(4)   The Class AMP-E1 Certificates, which have an aggregate Class Principal
      Balance of $18,000,000, and the Class AMP-E2 Certificates, which have an
      aggregate Class Principal Balance of $7,000,000, represent an interest in
      a subordinate note secured by the Ala Moana Portfolio Loan Combination
      properties. The Ala Moana Portfolio Loan Combination is evidenced by
      multiple notes, consisting of multiple senior notes that pay pari passu
      and multiple subordinate notes. One of the senior notes and one of the
      subordinate notes are included as assets of the Trust, but only the senior
      note is included among the Pooled Mortgage Loans. All of the Mortgage
      Loans included in the Trust, including the senior note secured by the Ala
      Moana Portfolio Loan Combination properties, but not the subordinate note
      secured by the Ala Moana Portfolio Loan Combination properties, are pooled
      for purposes of distributions to the Certificateholders (other than the
      Class AMP-E Certificates).

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

            As provided herein, the Trustee will elect to treat each of the 350
Long Beach Mortgage Loan and The Shoppes on Shugart Shopping Center Mortgage
Loan (each a "Loan REMIC Loan") (and certain other related assets) as assets of
a separate REMIC (each, a "Loan REMIC"). Each Loan REMIC has issued (i) one
uncertificated Class of regular interest (each, a "Loan REMIC Regular Interest")
to be held by the Lower-Tier REMIC (as defined below) and (ii) one
uncertificated Class of residual interest (each, a "Loan REMIC Residual
Interest"), which will be represented by the Class R-I Certificates.

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the other Mortgage Loans, the Loan REMIC
Regular Interests and certain other related assets subject to this Agreement as
a REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as the "Lower-Tier REMIC." The Class R-I Certificates will
represent the sole class of "residual interests" in the Lower-Tier REMIC for
purposes of the REMIC Provisions under federal income tax law.

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Uncertificated Lower-Tier Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as the "Upper-Tier REMIC." The Class R-II Certificates will evidence
the sole class of "residual interests" in the Upper-Tier REMIC for purposes of
the REMIC Provisions under federal income tax law. For federal income tax
purposes, each Class of the Regular Interest Certificates (other than the Class
IO Grantor Trust Interest and the right of the Class P Certificates to receive
Post-ARD Additional Interest) will be designated as a separate "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions under
federal income tax law.

            The following table sets forth the Class or Component designation,
the corresponding Uncertificated Lower-Tier Interest (the "Corresponding
Uncertificated Lower-Tier Interest"), the corresponding components of the Class
IO Certificates (the "Corresponding Components"), if any, and the Original Class
Principal Balance for each Class of Principal Balance Certificates (the
"Corresponding Certificates").

                                  Corresponding     Original      Corresponding
                 Original Class  Uncertificated    Lower-Tier     Component of
 Corresponding      Principal      Lower-Tier       Principal       Class IO
  Certificates       Balance      Interests(1)       Amount      Certificates(1)
--------------- --------------- ---------------- -------------- ----------------
Class A-1         $47,317,000         LA-1        $47,317,000        IO-A-1

Class A-2        $358,732,000         LA-2       $358,732,000        IO-A-2

Class A-AB       $138,924,000         LA-AB      $138,924,000        IO-A-AB

Class A-3        $102,255,000         LA-3       $102,255,000        IO-A-3

Class A-4        $723,677,000         LA-4       $723,677,000        IO-A-4

Class A-1A       $400,908,000         LA-1A      $400,908,000        IO-A-1A

Class A-M        $253,116,000         LA-M       $253,116,000        IO-A-M

Class A-J        $208,821,000         LA-J       $208,821,000        IO-A-J

Class B           $50,623,000          LB         $50,623,000         IO-B

Class C           $28,475,000          LC         $28,475,000         IO-C

Class D           $34,804,000          LD         $34,804,000         IO-D

Class E           $22,147,000          LE         $22,147,000         IO-E

Class F           $28,476,000          LF         $28,476,000         IO-F

Class G           $25,312,000          LG         $25,312,000         IO-G

Class H           $34,803,000          LH         $34,803,000         IO-H

Class J            $6,328,000          LJ           $6,328,00         IO-J

Class K            $9,492,000          LK          $9,492,000         IO-K

Class L            $9,492,000          LL          $9,492,000         IO-L

Class M            $3,164,000          LM          $3,164,000         IO-M

Class N            $6,328,000          LN          $6,328,000         IO-N

Class O            $6,328,000          LO          $6,328,000         IO-O

Class P           $31,639,488          LP         $31,639,488         IO-P

Class AMP-E1      $18,000,000        LAMP-E1       $18,000,00          N/A

Class AMP-E2       $7,000,000        LAMP-E2       $7,000,000          N/A

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

(1)   The Uncertificated Lower-Tier Interest and the Component of the Class IO
      Certificates that corresponds to any particular Class of Principal Balance
      Certificates also correspond to each other and, accordingly, constitute
      the "Corresponding Uncertificated Lower-Tier Interest" and the
      "Corresponding Component," respectively, with respect to each other. Each
      Class IO Certificate represents ownership of a regular interest in the
      Upper-Tier REMIC and will, in addition, be entitled to a portion of the
      Grantor Trust representing The Shoppes on Shugart Shopping Center Mortgage
      Loan Yield Supplement Amounts (which will not be a part of any REMIC).

            The initial aggregate principal balance of the Uncertificated
Lower-Tier Interests will be $2,531,161,488.

            The portion of the Trust Fund consisting of the Post-ARD Additional
Interest and The Shoppes on Shugart Shopping Center Mortgage Loan Yield
Supplement Amount and related amounts shall be treated as a grantor trust for
federal income tax purposes (the "Grantor Trust"). As provided herein, the
Trustee shall take all actions necessary to ensure that the portion of the Trust
Fund consisting of the Grantor Trust Assets maintains its status as a "grantor
trust" under federal income tax law and not be treated as part of the Lower Tier
REMIC or the Upper Tier REMIC. The Class P Certificates (in addition to
representing a regular interest in the Upper-Tier REMIC) represent undivided
beneficial interests in the portion of the Grantor Trust representing the
Post-ARD Additional Interest as described herein. The Class IO Certificates
represent undivided beneficial interests in the portion of the Grantor Trust
representing The Shoppes on Shugart Shopping Center Mortgage Loan Yield
Supplement Amount as described herein.

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

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

            The following table identifies the Loan Combinations and their
related Loan Combination Trust Mortgage Loans and Companion Loans:

<TABLE>
<CAPTION>
                                                                     Junior
                                                Aggregate          Companion/                               Controlling
                               Pooled      Companion/Non-Poole     Non-Pooled            Companion           Pooling &
                              Mortgage          Mortgage           Trust Note            Pari Passu          Servicing
Mortgage Loan               Loan Balance      Loan Balance           Balance            Loan Balance        Agreement(1)
-------------------------   ------------   -------------------   ---------------      ----------------      ------------
<S>                         <C>            <C>                   <C>                  <C>                   <C>
Ala Moana Portfolio          200,000,000         1,300,000,000      $300,000,000(1)      1,000,000,000(1)   CD 2006-CD3
ShopKo Portfolio              85,994,625           457,013,829         N/A                 457,013,829(3)      CGCMT
                                                                                                             2006-C4
311 South Wacker              85,400,000           158,600,000         N/A                 158,600,000         WBCMT
                                                                                                            2006-C28
Fortress/Ryan's Portfolio     61,985,000            64,515,000         N/A                  64,515,000          COMM
                                                                                                             2006-C8

<CAPTION>


                              Initial       Initial
                              Master        Special
Mortgage Loan               Servicer(2)   Servicer(3)
-------------------------   -----------   -----------
<S>                         <C>           <C>
Ala Moana Portfolio          Wachovia         JER
ShopKo Portfolio              Midland         JER

311 South Wacker             Wachovia        CWCAM

Fortress/Ryan's Portfolio     Midland         LNR
</TABLE>

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

(1)   Comprised of 14 subordinate mortgage loans, including the Ala Moana
      Portfolio Non-Pooled Trust Loan with an unpaid principal balance as of the
      cut-off date of $25,000,000.

(2)   Comprised of 7 non-trust Pari-Passu Companion Loans.

(3)   Comprised of five non-trust Pari Passu Companion Loans, two of which have
      loan balances of $100,000,000 and three of which have loan balances of
      $86,400,000.

            Ala Moana Portfolio. The Loan Combination secured by a Mortgage on
the property known as Ala Moana Portfolio (the "Ala Moana Portfolio Loan
Combination"), consists of twenty-two Loans:

            (a) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $200,000,000 as of the date hereof (the "Ala Moana Portfolio
Pooled Trust Loan");

            (b) seven Pari Passu Companion Loans in the outstanding principal
amount of $1,000,000,000 as of the date hereof (the "Ala Moana Portfolio Pari
Passu Companion Loans" and, together with the Ala Moana Portfolio Pooled Trust
Loan, the "Ala Moana Portfolio Senior Loans");

            (c) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $25,000,000 as of the date hereof (the "Ala Moana Portfolio
Non-Pooled Trust Loan" and, together with the Ala Moana Portfolio Pooled Trust
Loan, the "Ala Moana Portfolio Trust Loans") that is subordinate in right of
payment to the Ala Moana Senior Loans; and

            (d) thirteen Subordinate Companion Loans in the outstanding
principal amount of $300,000,000 as of the date hereof (the "Ala Moana Portfolio
Subordinate Companion Loans" and, together with the Ala Moana Portfolio
Non-Pooled Trust Loan, the "Ala Moana Portfolio Subordinate Loans").

            ShopKo Portfolio. The Loan Combination secured by a Mortgage on the
property known as ShopKo Portfolio (the "ShopKo Portfolio Loan Combination"),
consists of six Loans:

            (a) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $85,994,625 as of the date hereof (the "ShopKo Portfolio
Trust Loan"); and

            (b) five Pari Passu Companion Loans in the outstanding principal
amount of $457,013,829 as of the date hereof (the "ShopKo Portfolio Pari Passu
Companion Loans").

            311 South Wacker. The Loan Combination secured by a Mortgage on the
property known as 311 South Wacker (the "311 South Wacker Loan Combination"),
consists of two Loans:

            (a) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $85,400,000 as of the date hereof (the "311 South Wacker
Trust Loan"); and

            (b) one Pari Passu Companion Loan in the outstanding principal
amount of $158,600,000 as of the date hereof (the "311 South Wacker Pari Passu
Companion Loan").

            Fortress/Ryan's Portfolio. The Loan Combination secured by a
Mortgage on the property known as Fortress/Ryan's Portfolio (the
"Fortress/Ryan's Portfolio Loan Combination"), consists of two Loans:

            (a) one Loan Combination Trust Mortgage Loan in the outstanding
principal amount of $61,985,000 as of the date hereof (the "Fortress/Ryan's
Portfolio Trust Loan"); and

            (b) one Pari Passu Companion Loan in the outstanding principal
amount of $64,515,000 as of the date hereof (the "Fortress/Ryan's Portfolio Pari
Passu Companion Loan").

            The relative rights of each holder of a Loan Combination Trust
Mortgage Loan and the related Companion Loans are set forth in a co-lender or
other similar agreement (each a "Co-Lender Agreement") among the holders of each
of the Loans in the Loan Combination. Pursuant to each Co-Lender Agreement, the
Loan Combinations are to be serviced and administered in accordance with an
applicable pooling and servicing agreement (each, a "Lead PSA") with respect to
the Ala Moana Portfolio Loan Combination, the ShopKo Portfolio Loan Combination,
the 311 South Wacker Loan Combination and the Fortress/Ryan's Portfolio Loan
Combination (the "Non-Serviced Loan Combinations"), by an applicable master
servicer and special servicer under the related Lead PSA.

            The Ala Moana Portfolio Loan Combination, including the Ala Moana
Portfolio Trust Loans, will be serviced and administered in accordance with the
pooling and servicing agreement (the "CD 2006-CD3 PSA") dated October 1, 2006,
by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor (the
"CD 2006-CD3 Depositor"), Capmark Finance Inc., as master servicer, Wachovia
Bank, National Association, as master servicer (the "CD 2006-CD3 Master
Servicer"), J.E. Robert Company Inc., as special servicer (the "CD 2006-CD3
Special Servicer") and LaSalle Bank National Association, as trustee (the "CD
2006-CD3 Trustee"), pursuant to which CD 2006-CD3 Commercial Mortgage Trust, CD
2006-CD3 Commercial Mortgage Pass-Through Certificates were issued.

            The ShopKo Portfolio Loan Combination, including the ShopKo
Portfolio Trust Loan, will be serviced and administered in accordance with the
pooling and servicing agreement (the "CGCMT 2006-C4 PSA") dated June 1, 2006, by
and among Citigroup Commercial Mortgage Securities, Inc., as depositor (the
"CGCMT 2006-C4 Depositor"), Midland Loan Services, Inc., as master servicer (the
"CGCMT 2006-C4 Master Servicer"), J.E. Robert Company Inc., as special servicer
(the "CGCMT 2006-C4 Special Servicer") and LaSalle Bank National Association, as
trustee (the "CGCMT 2006-C4 Trustee"), pursuant to which Citigroup Commercial
Mortgage Trust 2006-C4, Commercial Mortgage Pass-Through Certificates, Series
2006-C4 were issued.

            The 311 South Wacker Loan Combination, including the 311 South
Wacker Trust Loan, will be serviced and administered in accordance with the
pooling and servicing agreement (the "WBCMT 2006-C28 PSA") dated May 1, 2006, by
and among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"WBCMT 2006-C28 Depositor"), Wachovia Bank, National Association, as master
servicer (the "WBCMT 2006-C28 Master Servicer"), CWCapital Asset Management LLC,
as special servicer (the "WBCMT 2006-C28 Special Servicer"), Wells Fargo Bank,
N.A., as trustee (the "WBCMT 2006-C28 Trustee") and U.S. Bank National
Association, as co-trustee, pursuant to which Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28 were
issued.

            The Fortress/Ryan's Portfolio Loan Combination, including the
Fortress/Ryan's Portfolio Trust Loan, will be serviced and administered in
accordance with the pooling and servicing agreement (the "COMM 2006-C8 PSA") by
and among Deutsche Mortgage & Asset Receiving Corporation, as depositor (the
"COMM 2006-C8 Depositor"), Midland Loan Services, Inc. (the "COMM 2006-C8 Master
Servicer"), LNR Partners, Inc., as special servicer (the "COMM 2006-C8 Special
Servicer") and LaSalle Bank National Association, as trustee (the "COMM 2006-C8
Trustee"), pursuant to which COMM 2006-C8 Mortgage Trust, COMM 2006-C8
Commercial Mortgage Pass-Through Certificates were issued.

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

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

                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

            Section 1.01 Defined Terms.

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

            "311 South Wacker Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

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

            "311 South Wacker Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

            "350 Long Beach Mortgage Loan" shall mean the Mortgage Loan secured
by the property known as 350 Long Beach.

            "Affiliate" means, 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.

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

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

            "Accrued Component Interest" shall mean, with respect to each
Component of the Class IO Certificates for any Distribution Date, one-twelfth of
the product of (i) the Class IO Strip Rate applicable to such Component for such
Distribution Date, and (ii) the Component Notional Amount of such Component
outstanding immediately prior to such Distribution Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Ala Moana Portfolio Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Ala Moana Portfolio Non-Pooled Trust Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Ala Moana Portfolio Pari Passu Companion Loans" shall have the
meaning assigned thereto in the Preliminary Statement.

            "Ala Moana Portfolio Pooled Trust Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Ala Moana Portfolio Senior Loans" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Ala Moana Portfolio Subordinate Companion Loans" shall have the
meaning assigned thereto in the Preliminary Statement.

            "Ala Moana Portfolio Subordinate Loans" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Ala Moana Portfolio Trust Loans" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

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

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

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

            "Artesia Mortgage Loan Purchase Agreement" shall mean that certain
mortgage loan purchase agreement, dated December 1, 2006, between the Depositor
and Artesia, and relating to the transfer of the Artesia Mortgage Loans to the
Depositor.

            "Artesia Mortgage Loans" shall mean each of the Mortgage Loans
transferred and assigned to the Depositor pursuant to the Artesia Mortgage Loan
Purchase Agreement.

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

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

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

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

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

            "Available AMP-E Distribution Amount" shall mean, with respect to
any Distribution Date, an amount equal to (a) the sum, without duplication, of
the following amounts: (i) the aggregate amount of all payments and other
collections on or with respect to the Ala Moana Portfolio Non-Pooled Trust Loan
and any REO Property with respect to the Ala Moana Portfolio Loan Combination
allocable to the Ala Moana Portfolio Non-Pooled Trust Loan pursuant to the
related Co-Lender Agreement that (A) were Received on or before 12:00 P.M. on
the Master Servicer Remittance Date and (B) are on deposit in the Class AMP-E
Sub-Account as of 11:00 a.m. (New York City time) on such Distribution Date,
(ii) the aggregate amount of any P&I Advances made by the Master Servicer or the
Trustee with respect to the Ala Moana Portfolio Non-Pooled Trust Loan for
distribution on the Class AMP-E Certificates on such Distribution Date pursuant
to Section 4.03A, (iii) the aggregate amount deposited by the Master Servicer in
the Class AMP-E Sub-Account for such Distribution Date pursuant to Section
3.20(a) in connection with Prepayment Interest Shortfalls, and (iv) to the
extent not included in the amount described in clause (a)(i) of this definition,
if such Distribution Date occurs during March of any year (or February, if the
Final Distribution Date occurs in February), the aggregate of the Class AMP-E
Interest Reserve Amounts transferred from the Class AMP-E Interest Reserve
Account to the Distribution Account in respect of the Ala Moana Portfolio
Non-Pooled Trust Loan and any related REO Mortgage Loan for distribution on such
Distribution Date; net of (b) the portion of the aggregate amount described in
clause (a) of this definition that represents one or more of the following: (i)
Monthly Payments that are due on a Due Date following the end of the related
Collection Period (unless such Distribution Date is the Final Distribution
Date), (ii) any amount payable or reimbursable to any Person with respect to the
Ala Moana Portfolio Non-Pooled Trust Loan from the Class AMP-E Custodial Account
pursuant to clauses (ii) through (xviii) of Section 3.05(a), (iii) Prepayment
Premiums and/or Yield Maintenance Charges with respect to the Ala Moana
Portfolio Non-Pooled Trust Loan, (iv) if such Distribution Date occurs during
January of any year that is not a leap year or during February of any year
(unless, in either case, the related Distribution Date is the Final Distribution
Date), the Class AMP-E Interest Reserve Amounts with respect to the Ala Moana
Portfolio Non-Pooled Trust Loan and any related REO Mortgage Loans to be
withdrawn from the Distribution Account and deposited into the Class AMP-E
Interest Reserve Account in respect of such Distribution Date and held for
future distribution, all pursuant to Section 3.04(c), and (v) any amounts
deposited in the Class AMP-E Sub-Account in error.

            "Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to (a) the sum, without duplication, of the
following amounts: (i) the aggregate amount of all payments and other
collections on or with respect to the Mortgage Loans and any REO Properties
(excluding any such amounts that relate to the Ala Moana Portfolio Non-Pooled
Trust Loan, but including, with respect to the Non-Serviced Trust Loans, payment
remitted by, or advances made by, the applicable Lead Master Servicer) that (A)
were Received as of the end of the related Collection Period (or, in the case of
the Non-Serviced Trust Loans as of 11:00 a.m. (New York City time) on the Master
Servicer Remittance Date) and (B) are on deposit in the Distribution Account as
of 11:00 a.m. (New York City time) on such Distribution Date, (ii) the aggregate
amount of any P&I Advances made by the Master Servicer or the Trustee for
distribution on the Certificates on such Distribution Date pursuant to Section
4.03, (iii) the aggregate amount deposited by the Master Servicer in the
Distribution Account for such Distribution Date pursuant to Section 3.20(a) in
connection with Prepayment Interest Shortfalls, (iv) to the extent not included
in clause (a)(i) of this definition, the aggregate amount transferred from the
Excess Liquidation Proceeds Account to the Distribution Account pursuant to
Section 3.05(d) in respect of such Distribution Date and (v) to the extent not
included in the amount described in clause (a)(i) of this definition, if such
Distribution Date occurs during March of any year (or February, if the Final
Distribution Date occurs in February), the aggregate of the Interest Reserve
Amounts transferred from the Interest Reserve Account to the Distribution
Account in respect of the Interest Reserve Mortgage Loans and any Interest
Reserve REO Mortgage Loans for distribution on such Distribution Date; net of
(b) the portion of the aggregate amount described in clause (a) of this
definition that represents one or more of the following: (i) Monthly Payments
that are due on a Due Date following the end of the related Collection Period,
(ii) any amounts payable or reimbursable to any Person from the Distribution
Account pursuant to clauses (ii) through (vii) of Section 3.05(b), (iii)
Prepayment Premiums and/or Yield Maintenance Charges or The Shoppes on Shugart
Shopping Center Mortgage Loan Yield Supplement Amount, (iv) if such Distribution
Date occurs during January of any year that is not a leap year or during
February of any year (unless, in either case, the related Distribution Date is
the Final Distribution Date), the Interest Reserve Amounts with respect to the
Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans to
be withdrawn from the Distribution Account and deposited into the Interest
Reserve Account in respect of such Distribution Date and held for future
distribution, all pursuant to Section 3.04(c), and (v) amounts deposited in the
Distribution Account in error; provided that clauses (b)(i), (b)(iii) and
(b)(iv) of this definition shall not apply on the Final Distribution Date.

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

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

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

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

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

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

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

            "CD 2006-CD3 Depositor" shall have the meaning assigned thereto in
the Preliminary Statement.

            "CD 2006-CD3 Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "CD 2006-CD3 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.

            "CD 2006-CD3 Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "CD 2006-CD3 Trustee" shall have the meaning assigned thereto in the
Preliminary Statement.

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

            "Certificates" shall mean any of the Class A-1, Class A-2, Class
A-AB, Class A-3, Class A-4, Class A-1A, Class IO, 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 AMP-E1, Class AMP-E2, Class R-I or
Class R-II Certificates, as applicable.

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

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

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

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

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

            "Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register, except that: (i) neither
a Disqualified Organization nor a Disqualified Non-United States Tax Person
shall be Holder of a Residual Interest Certificate for any purpose hereof; and
(ii) solely for the purposes of giving any consent, approval or waiver pursuant
to this Agreement that relates to the rights and/or obligations of any of the
Depositor, the Master Servicer, the Special Servicer or the Trustee in its
respective capacity as such, any Certificate registered in the name of the
Depositor, the Master Servicer, the Special Servicer or the Trustee, as the case
may be, or any Certificate registered in the name of any of its Affiliates,
shall be deemed not to be outstanding, and the Voting Rights to which it is
entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, approval or
waiver that relates to it has been obtained. The Certificate Registrar shall be
entitled to request and rely upon a certificate of the Depositor, the Master
Servicer or the Special Servicer in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the
parties hereto shall be required to recognize as a "Certificateholder" only the
Person in whose name a Certificate is registered in the Certificate Register.

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

            "Certification Parties" shall have the meaning assigned thereto in
Section 11.06.

            "Certifying Person" shall have the meaning assigned thereto in
Section 11.06.

            "Certifying Servicer" shall have the meaning assigned thereto in
Section 11.09.

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

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

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

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

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

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

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

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

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

            "Class A-2 Certificate" shall mean any one of the Certificates with
a "Class A-2" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class A-3 Certificate" shall mean any one of the Certificates with
a "Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

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

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

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

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

            "Class AMP-E Adjusted Net Mortgage Rate" means with respect to any
Distribution Date, (i) the Mortgage Rate of the Ala Moana Portfolio Non-Pooled
Trust Loan, minus (ii) the Administrative Cost Rate.

            "Class AMP-E Certificates" shall mean the Class AMP-E1 and Class
AMP-E2 Certificates.

            "Class AMP-E Custodial Account" shall mean the segregated account or
sub-account created and maintained by the Master Servicer pursuant to Section
3.04B(a) on behalf of the Trustee in trust for the Class AMP-E
Certificateholders, which shall be entitled "Wachovia Bank, National
Association, as Master Servicer, on behalf of Wells Fargo Bank, N.A., as
Trustee, in trust for the registered holders of COBALT CMBS Commercial Mortgage
Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1."

            "Class AMP-E Interest Reserve Account" shall mean the sub-account of
the Distribution Account, which is created and maintained by the Trustee
pursuant to Section 3.04(c) in trust for the Class AMP-E Certificateholders,
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the
registered holders of COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1."

            "Class AMP-E Interest Reserve Amount" shall mean, with respect to
the Ala Moana Non-Pooled Trust Loan and any related REO Mortgage Loan, for any
Distribution Date that occurs in February of any year and for any Distribution
Date that occurs in January of any year that is not a leap year (unless, in
either case, such Distribution Date is the final Distribution Date), an amount
equal to one day's interest accrued at the related Mortgage Rate on the related
Stated Principal Balance as of the Due Date in the month in which such
Distribution Date occurs (but prior to the application of any amounts due on
such Due Date), to the extent that a Monthly Payment is received in respect
thereof for such Due Date as of the related Determination Date or a P&I Advance
is made under this Agreement in respect thereof for such Due Date by such
Distribution Date.

            "Class AMP-E Majority Holder" shall mean the Holder or Holders of
more than 50% of the aggregate Class Principal Balance of the Class AMP-E
Certificates.

            "Class AMP-E Principal Distribution Amount" shall mean a principal
distribution amount calculated in the same manner as the Principal Distribution
Amount, but solely with respect to the Ala Moana Portfolio Non-Pooled Trust
Loan, and without regard to the proviso with respect to the Ala Moana Portfolio
Non-Pooled Trust Loan set forth in the definition of "Principal Distribution
Amount."

            "Class AMP-E Representative" shall mean a representative designated
by the Holders of greater than 50% of the Class Principal Balance of the
Controlling AMP-E Class or, if not so designated, any single Holder or
beneficial owner of AMP-E Certificates representing greater than 50% of the
Class Principal Balance of the Controlling AMP-E Class.

            "Class AMP-E Sub-Account" shall mean a sub-account of the
Distribution Account established pursuant to Section 3.04(b), which sub-account
shall constitute an asset of the Trust Fund and the Lower-Tier REMIC.

            "Class AMP-E1 Certificate" shall mean any of the Certificates with a
"Class AMP-E1" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

            "Class AMP-E2 Certificate" shall mean any of the Certificates with a
"Class AMP-E2" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

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

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

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

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

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

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

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

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

            "Class IO Grantor Trust Interest" shall mean, that portion of the
rights represented by the Class IO Certificates that evidences a beneficial
ownership of The Shoppes on Shugart Shopping Center Yield Supplement Amount.

            "Class IO Notional Amount" shall mean, as of any date of
determination, the sum of the then Component Notional Amounts of the Class IO
Components.

            "Class IO Strip Rate" shall mean, with respect to each of the Class
IO Components for any Distribution 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 IO Strip Rate be less than zero).

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

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

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

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

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

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

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

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

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

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

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

            "Class LAMP-E1 Interest" shall mean a regular interest in the Lower
Tier REMIC which is held as an asset of the Upper Tier REMIC and having the
Original Lower Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LAMP-E2 Interest" shall mean a regular interest in the Lower
Tier REMIC which is held as an asset of the Upper Tier REMIC and having the
Original Lower Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Class P Certificate" shall mean any of the Certificates with a
"Class P" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing (i) a portion of a class of "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions and (ii)
a beneficial interest in the related portion of the Grantor Trust.

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

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

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

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

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

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

            "Closing Date" shall mean December 21, 2006.

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

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

            "CMSA Bond Level File" shall mean the monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

            "CMSA Collateral Summary File" shall mean the report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Collateral Summary File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

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

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

            "CMSA Financial File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally. The initial data for this
report shall be provided by each Mortgage Loan Seller.

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

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

            "CMSA Investor Reporting Package" shall mean, collectively:

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

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

            (c) such other reports as may be identified by the CMSA as part of
      the CMSA Investor Reporting Package generally from time to time.

            "CMSA Loan Level Reserve/LOC Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Level Reserve/LOC Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.

            "CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Periodic Update File" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be approved by the CMSA for commercial mortgage securities transactions
generally. The initial data for this report shall be provided by each Mortgage
Loan Seller. Each CMSA Loan Periodic Update File prepared by the Master Servicer
shall, if applicable, be accompanied by a Monthly Additional Report on
Recoveries and Reimbursements and all references herein to "CMSA Loan Periodic
Update File" shall be construed accordingly.

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

            "CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced Loans, and by the
Special Servicer with respect to Specially Serviced Mortgage Loans and REO
Loans, which report shall be substantially in the form of, and contain the
information called for in, the downloadable form of the "NOI Adjustment
Worksheet" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally.

            "CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Operating Statement Analysis Report" available as
of the Closing Date on the CMSA Website or in such other form for the
presentation of such information and containing such additional information as
may from time to time be approved by the CMSA for commercial mortgage-backed
securities transactions generally.

            "CMSA Property File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Property File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

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

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

            "CMSA Servicer Watch List" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Servicer Watch List" available as of the Closing Date on the CMSA Website,
or in such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Special Servicer Loan File" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Special Servicer Loan File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

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

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

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

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

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

            "COMM 2006-C8 Depositor" shall have the meaning assigned thereto in
the Preliminary Statement.

            "COMM 2006-C8 Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "COMM 2006-C8 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.

            "COMM 2006-C8 Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "COMM 2006-C8 Trustee" shall have the meaning assigned thereto in
the Preliminary Statement.

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

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

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

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

            "Components" shall mean each of Component IO-A-1, Component IO-A-2,
Component IO-A-AB, Component IO-A-3, Component IO-A-4, Component IO-A-1A,
Component IO-AM, Component IO-AJ, Component IO-B, Component IO-C, Component
IO-D, Component IO-E, Component IO-F, Component IO-G, Component IO-H, Component
IO-J, Component IO-K, Component IO-L, Component IO-M, Component IO-N, Component
IO-O and Component IO-P.

            "Component IO-A-1" shall mean one of the twenty-two components of
the Class IO Certificates having a Component Notional Amount which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of the Class LA-1 Interest.

            "Component IO-A-2" shall mean one of the twenty-two components of
the Class IO Certificates having a Component Notional Amount which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of the Class LA-2 Interest.

            "Component IO-A-AB" shall mean one of the twenty-two components of
the Class IO Certificates having a Component Notional Amount which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of the Class LA-AB Interest.

            "Component IO-A-3" shall mean one of the twenty-two components of
the Class IO Certificates having a Component Notional Amount which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of the Class LA-3 Interest.

            "Component IO-A-4" shall mean one of the twenty-two components of
the Class IO Certificates having a Component Notional Amount which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of the Class LA-4 Interest.

            "Component IO-A-1A" shall mean one of the twenty-two components of
the Class IO Certificates having a Component Notional Amount which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of the Class LA-1A Interest.

            "Component IO-A-M" shall mean one of the twenty-two components of
the Class IO Certificates having a Component Notional Amount which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of the Class LA-M Interest.

            "Component IO-A-J" shall mean one of the twenty-two components of
the Class IO Certificates having a Component Notional Amount which, as of any
date of determination, is equal to the then current Uncertificated Principal
Balance of the Class LA-J Interest.

            "Component IO-B" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LB Interest.

            "Component IO-C" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LC Interest.

            "Component IO-D" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LD Interest.

            "Component IO-E" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LE Interest.

            "Component IO-F" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LF Interest.

            "Component IO-G" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LG Interest.

            "Component IO-H" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LH Interest.

            "Component IO-J" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LJ Interest.

            "Component IO-K" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LK Interest.

            "Component IO-L" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LL Interest.

            "Component IO-M" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LM Interest.

            "Component IO-N" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LN Interest.

            "Component IO-O" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LO Interest.

            "Component IO-P" shall mean one of the twenty-two components of the
Class IO Certificates having a Component Notional Amount which, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Class LP Interest.

            "Component Notional Amount" shall mean with respect to each
Component and any date of determination, an amount equal to the then current
Uncertificated Principal Balance of its Corresponding Uncertificated Lower-Tier
Interest.

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

            "Control Appraisal Event" shall exist with respect to any Serviced
Loan Combination, if and for so long as:

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

            is less than

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

            "Controlling AMP-E Class" shall mean the Holders of the Class AMP-E2
Certificates for so long as either (a) the Class Principal Balance of the Class
AMP-E1 Certificates is zero or (b) the Class Principal Balance of the Class
AMP-E2 Certificates then outstanding, reduced (to not less than zero) by any
Appraisal Reduction Amount in respect of the Ala Moana Portfolio Loan
Combination that is allocable to "Note E-1" of the Ala Moana Portfolio Loan
Combination, is equal to or greater than 25% of an amount equal to (a) the
Original Class Principal Balance of the Class AMP-E2 Certificates, minus (b) all
payments of principal previously made with respect to the Class AMP-E2
Certificates.

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

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

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

            "Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its asset-backed
securities trust business with respect to this Agreement shall be administered,
which office at the date of the execution of this Agreement is located at Wells
Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113 with
respect to certificate transfer and payment services and at 9062 Old Annapolis
Road, Columbia, Maryland 21045-1951 with respect to other trustee and securities
administration services, or the principal trust office of any successor trustee
qualified and appointed pursuant to Section 8.08.

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

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

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

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

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

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

            "Cross-Over Date" shall mean the Distribution Date on which (i) the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1-A Certificates, or any
two or more of such Classes, remain outstanding and (ii) the aggregate of the
Class Principal Balances of the Class A-M, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O and Class P Certificates are reduced to zero as a result of the
allocation of Realized Losses and Additional Trust Fund Expenses pursuant to
Section 4.04(a).

            "Custodial Account" shall mean either the Pool Custodial Account,
the Class AMP-E Custodial Account or any Loan Combination Custodial Account.

            "Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, the Mortgage Loan Sellers or an
Affiliate of the Depositor or the Mortgage Loan Sellers. If no such custodian
has been appointed, or if such custodian has been so appointed but the Trustee
shall have terminated such appointment, then the Trustee shall be the Custodian.

            "Cut-off Date" shall mean, with respect to each Mortgage Loan, the
related due date for such Mortgage Loan in December 2006.

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

            "CWCapital" shall mean CWCapital LLC.

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

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

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

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

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

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

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

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

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

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

            "Depository" shall mean The Depository Trust Company or any
successor Depository hereafter named as contemplated by Section 5.03(c). The
nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(3) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act.

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

            "Determination Date" shall mean the eleventh calendar day of each
month (or, if such eleventh day is not a Business Day, the Business Day
immediately following such eleventh day), commencing in January 2007.

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

            "Directly Operate" shall mean, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale or lease, the performance of any construction work thereon or any use of
such REO Property in a trade or business conducted by the Lower-Tier REMIC or
either Loan REMIC, other than through an Independent Contractor; provided,
however, that the Trustee (or the Special Servicer or any Sub-Servicer on behalf
of the Trustee) shall not be considered to Directly Operate an REO Property
solely because the Trustee (or the Special Servicer or any Sub-Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property.

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

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

            "Disqualified Organization" shall mean any of the following: (i) the
United States, any State or any political subdivision thereof, any foreign
government, international organization, or any agency or instrumentality of any
of the foregoing; (ii) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) that is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural electric and
telephone cooperatives described in Section 1381 of the Code; or (iv) any other
Person so designated by the Trustee or the Tax Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Interest Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates, other than such
Person, to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Interest Certificate to such Person. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.

            "Disqualified Partnership" shall mean any domestic entity classified
as a partnership under the Code if any of its beneficial owners, directly or
indirectly (other than through a U.S. corporation), are (or are permitted to be
under the related partnership agreement) Disqualified Non-United States Tax
Persons.

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

            "Distribution Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage
Pass-Through Certificates, Series 2006-C1" which account shall be deemed to
consist of, collectively, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Class AMP-E Sub-Account, the Class P Sub-Account, the
Class AMP-E Interest Reserve Account and the Interest Reserve Account.

            "Distribution Date" shall mean, with respect to any Determination
Date, the fourth Business Day following such Determination Date, commencing in
January 2007, on which Distribution Date, among other things, the Trustee is to
make distributions on the Certificates.

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

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

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

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

            "Eligible Account" shall mean any of: (i) an account maintained with
a federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least "AA"
or "A" (without regard to any plus or minus) by Fitch and "AA-" (or "A" (without
regard to any plus or minus), if the short-term unsecured debt obligations are
rated at least "A-1") by S&P (or, in the case of any Rating Agency, such lower
rating as will not result in an Adverse Rating Event with respect to any Class
of Certificates or Companion Loan Securities, as evidenced in writing by such
Rating Agency) at any time such funds are on deposit therein (if such funds are
to be held for more than thirty (30) days), or the short-term deposits of which
are rated at least "A-1" by S&P and at least "F-1" by Fitch (or, in the case of
any Rating Agency, such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Certificates or Companion Loan Securities, as
evidenced in writing by such Rating Agency) at any time such funds are on
deposit therein (if such funds are to be held for thirty (30) days or less); or
(ii) a segregated trust account maintained with the trust department of a
federal or state chartered depository institution or trust company acting in its
fiduciary capacity (which may be the Trustee), has a combined capital and
surplus of at least $50,000,000, is subject to supervision or examination by
federal or state authority and, in the case of a state chartered depository
institution or trust company, is subject to regulations regarding fiduciary
funds on deposit therein substantially similar to 12 CFR ss. 9.10(b); or (iii)
any other account, the use of which would not, in and of itself, cause an
Adverse Rating Event with respect to any Class of Certificates or Companion Loan
Securities, as evidenced in writing by each Rating Agency.

            "Environmental Assessment" shall mean a "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Fannie Mae Multifamily
Guide and the ASTM Standard for Environmental Site Assessments, each as amended
from time to time.

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

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

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

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

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

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

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

            "Excess Liquidation Proceeds Account" shall mean the segregated
account created and maintained by the Trustee pursuant to Section 3.04(d) in
trust for the Certificateholders, which shall be entitled "Wells Fargo Bank,
N.A., as Trustee, in trust for the registered Holders of COBALT CMBS Commercial
Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series
2006-C1."

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

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

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

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

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

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

            "Final Recovery Determination" shall mean a determination by the
Special Servicer (as evidenced by an officer's certificate delivered by the
Special Servicer pursuant to Section 3.09(g)) with respect to any Specially
Serviced Mortgage Loan or REO Property that there has been a recovery of all
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other
payments or recoveries that the Special Servicer has determined, in accordance
with the Servicing Standard, will be ultimately recoverable (or in the case of
the Non-Serviced Loan Combinations, a "Final Recovery Determination" as defined
in the applicable Lead PSA with respect to such loan); provided that the term
Final Recovery Determination shall not apply to: (i) a Mortgage Loan that was
paid in full; or (ii) a Mortgage Loan or REO Property, as the case may be, that
was purchased by (A) the applicable Mortgage Loan Seller pursuant to Section
2.03(a) and the applicable Mortgage Loan Purchase Agreement, (B) a Purchase
Option Holder or its assignee pursuant to Section 3.19, (C) the Depositor, the
Mortgage Loan Sellers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, or the holder
of a related mezzanine loan in connection with a Mortgage Loan default, as set
forth in the related intercreditor agreement or (D) in the case of the Loan
Combination Trust Mortgage Loans, the related Companion Loan Noteholder (or, in
the case of the Ala Moana Portfolio Trust Loans, the Class AMP-E Majority Holder
or the Holders of the Ala Moana Subordinate Companion Loans) or their designees
pursuant to the related Co-Lender Agreement.

            "Fitch" shall mean Fitch, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence, "Fitch" 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 Fitch, Inc. herein referenced shall be deemed
to refer to the equivalent ratings of the party so designated.

            "Form 8-K Disclosure Information" shall have the meaning assigned
thereto in Section 11.07.

            "Fortress/Ryan's Portfolio Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Fortress/Ryan's Portfolio Pari Passu Companion Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "Fortress/Ryan's Portfolio Trust Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

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

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

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

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

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

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

            "Grantor Trust" shall have the meaning assigned thereto in the
Preliminary Statement hereto.

            "Grantor Trust Assets" shall mean any Post-ARD Additional Interest
Received with respect to any ARD Loan after its Anticipated Repayment Date and
The Shoppes on Shugart Shopping Center Yield Supplement Amount.

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

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

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

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

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

            "Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any
Controlling Class Certificateholder, and with respect to matters relating to a
particular Loan Combination any Companion Loan Noteholder (or, in the case of
the Ala Moana Portfolio Loan Combination, the Class AMP-E Majority 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, any
Controlling Class Certificateholder, and with respect to matters relating to a
particular Loan Combination any Companion Loan Noteholder (or, in the case of
the Ala Moana Portfolio Loan Combination, the Class AMP-E Majority Holder), or
any Affiliate thereof, and (iii) is not connected with the Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer, any
Controlling Class Certificateholder, and with respect to matters relating to a
particular Loan Combination any Companion Loan Noteholder (or, in the case of
the Ala Moana Portfolio Loan Combination, the Class AMP-E Majority 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 Special Servicer, any Controlling Class
Certificateholder, and with respect to matters relating to a particular Loan
Combination any Companion Loan Noteholder, the Class AMP-E Majority Holder, or
any Affiliate thereof merely because such Person is the beneficial owner of 1%
or less of any class of securities issued by the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, such Controlling Class
Certificateholder, such Companion Loan Noteholder, the Class AMP-E Majority
Holder, or any Affiliate thereof, as the case may be, provided that such
ownership constitutes less than 1% of the total assets owned by such Person.

            "Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject Mortgaged Property is located
certifies or licenses appraisers, is certified or licensed in such state, and
(iii) has a minimum of five (5) years' experience in the subject property type
and market.

            "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to the Lower-Tier REMIC or either Loan
REMIC within the meaning of Section 856(d)(3) of the Code if the Lower-Tier
REMIC or either such Loan REMIC was a real estate investment trust (except that
the ownership test set forth in that Section shall be considered to be met by
any Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund, delivered to the
Trustee (and, if any Loan Combinations are affected, to the Companion Loan
Noteholder, and in the case of the Ala Mona Portfolio Loan Combination, the
Holders of the Class AMP-E Certificates), provided that (i) such REMIC Pool does
not receive or derive any income from such Person and (ii) the relationship
between such Person and such REMIC Pool is at arm's length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any other Person
upon receipt by the Trustee (and, if any Loan Combinations are affected, to the
Companion Loan Noteholder, and in the case of the Ala Mona Portfolio Loan
Combination, the Holders of the Class AMP-E Certificates) of an Opinion of
Counsel, which shall be at no expense to the Master Servicer, the Special
Servicer, the Trustee or the Trust Fund, to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor, will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code for
purposes of Section 860D(a) of the Code, or cause any income realized in respect
of such REO Property to fail to qualify as Rents from Real Property, due to such
Person's failure to be treated as an Independent Contractor.

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

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

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

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

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

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

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

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

            "Interest Reserve Account" shall mean the sub-account of the
Distribution Account, which is created and maintained by the Trustee pursuant to
Section 3.04(c) in trust for Certificateholders, which shall be entitled "Wells
Fargo Bank, N.A., as Trustee, in trust for the registered holders of COBALT CMBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1."

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

            "Interest Reserve Mortgage Loan" shall mean any Mortgage Loan (other
than the Ala Moana Portfolio Non-Pooled Trust Loan) that accrues interest on an
Actual/360 Basis.

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

            "Interested Person" shall mean the Depositor, the Master Servicer,
the Special Servicer, the Trustee, any Certificateholder, or any Person known to
a Responsible Officer of the Trustee to be an Affiliate of any such Person.

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

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

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

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

            "Lead Master Servicer" shall mean each of the CD 2006-CD3 Master
Servicer, the CGCMT 2006-C4 Master Servicer, the WBCMT 2006-C28 Master Servicer
and the COMM 2006-C8 Master Servicer.

            "Lead PSA" shall mean each of the CD 2006-CD3 PSA, the CGCMT 2006-C4
PSA, the WBCMT 2006-C28 PSA and the COMM 2006-C8 PSA.

            "Lead Special Servicer" shall mean each of the CD 2006-CD3 Special
Servicer, the CGCMT 2006-C4 Special Servicer, the WBCMT 2006-C28 Special
Servicer and the COMM 2006-C8 Special Servicer.

            "Lead Trustee" shall mean each of the CD 2006-CD3 Trustee, the CGCMT
2006-C4 Trustee, the WBCMT 2006-C28 Trustee and the COMM 2006-C8 Trustee.

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

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

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

            "Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Mortgage Loan or Serviced REO Property as to which a Liquidation Fee is
payable, 1.00%.

            "Liquidation Proceeds" shall mean cash amounts (other than Insurance
Proceeds and REO Revenues) Received in connection with: (i) the full or partial
liquidation of a Mortgaged Property or other collateral constituting security
for a defaulted Mortgage Loan, through trustee's sale, foreclosure sale, REO
Disposition or otherwise, exclusive of any portion thereof required to be
released to the related Mortgagor in accordance with applicable law and the
terms and conditions of the related Mortgage Note and Mortgage; (ii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iii) the
purchase of a Specially Serviced Mortgage Loan by a Purchase Option Holder or
its assignee pursuant to Section 3.19; (iv) the repurchase of a Mortgage Loan by
the applicable Mortgage Loan Seller(s) pursuant to Section 2.03(a) and the
applicable Mortgage Loan Purchase Agreement(s); (v) the purchase of a Mortgage
Loan or REO Property by the Depositor, a Mortgage Loan Seller, the Special
Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant
to Section 9.01; (vi) the purchase of a Mortgage Loan by the holder of a related
mezzanine loan on behalf of the related Mortgagor in connection with a Mortgage
Loan default, as set forth in the related intercreditor agreement; or (vii) in
the case of any of the Loan Combination Trust Mortgage Loans, the purchase of
such Mortgage Loan by any related Companion Loan Noteholder or its designee
pursuant to the Co-Lender Agreement or the related Lead PSA.

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


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

            "Loan Combination Custodial Account" shall mean, with respect to any
Serviced Loan Combination, the segregated account or sub-accounts created and
maintained by the Master Servicer pursuant to Section 3.04A on behalf of the
Holders of such Loan Combination. For the avoidance of doubt, there are no
Serviced Loan Combinations with respect to this transaction.

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

            (a) with respect to the 311 South Wacker Loan Combination, the
      "Directing Certificateholder" within the meaning of the related Lead PSA;

            (b) with respect to Fortress/Ryan's Portfolio Loan Combination, the
      "Directing Certificateholder" within the meaning of the related Lead PSA;

            (c) with respect to the Ala Moana Portfolio Loan Combination, the
      "Controlling Holder" within the meaning of the related Co-Lender
      Agreement; and

            (d) with respect to the ShopKo Portfolio Loan Combination, the
      "Directing Lender" within the meaning of the related Co-Lender Agreement.

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

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

            "Loan Combination Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date and each Serviced Loan Combination, an amount
equal to: (a) the aggregate amount of (i) all payments and other collections on
or with respect to the applicable Loan Combination and the related Mortgaged
Property (if it becomes an REO Property) that (A) were received as of the close
of business on the immediately preceding Determination Date and (B) are on
deposit or are required to be on deposit in the related Loan Combination
Custodial Account as of 12:00 noon (New York City time) on such Master Servicer
Remittance Date, including any such payments and other collections transferred
to the related Loan Combination Custodial Account from the related Loan
Combination REO Account (if established), and (ii) any and all P&I Advances made
with respect to the Loan Combination Trust Mortgage Loan(s); net of (b) the
portion of the aggregate amount described in clause (a) of this definition that
represents one or more of the following--(i) Monthly Payments that are due on a
Due Date following the end of the related Collection Period, (ii) any amount
payable or reimbursable to any Person from the related Loan Combination
Custodial Account pursuant to clauses (ii) through (xv) of Section 3.05A, and
(iii) any amounts deposited in the related Loan Combination Custodial Account in
error. For the avoidance of doubt, there are no Serviced Loan Combinations with
respect to this transaction.

            "Loan Combination Remittance Date" shall mean, (i) with respect to
each Serviced Companion Loan that is not an asset of a securitization, the
Master Servicer Remittance Date, and (ii) in the case of each other Serviced
Companion Loan that is an asset of a securitization, the earlier of (A) the
Master Servicer Remittance Date and (B) the Business Day prior to the date that
is the equivalent to the "Master Servicer Remittance Date" in such
securitization but in no event earlier than the first Business Day following the
Determination Date. For the avoidance of doubt, there are no Serviced Companion
Loans with respect to this transaction.

            "Loan Combination REO Account" shall mean, with respect to each
Serviced Loan Combination the segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.17 on behalf of the
Certificateholders and the related Companion Noteholders, which shall be
entitled "CWCapital Asset Management LLC, as Special Servicer, in trust for
Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1," and for [NAMES OF COMPANION LOAN NOTEHOLDERS], as
their interests may appear." For the avoidance of doubt, there are no Serviced
Loan Combinations with respect to this transaction.

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

            "Loan Combination Servicing Reports" shall mean, with respect to any
Serviced Loan Combination, each of the CMSA Delinquent Loan Status Report, CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA REO Status
Report, Loan Payoff Notification Report, CMSA Loan Periodic Update File, CMSA
Property File, CMSA Loan Level Reserve/LOC Report, CMSA Financial File, CMSA
Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement Analysis
Report, CMSA NOI Adjustment Worksheet and CMSA Comparative Financial Status
Report. For the avoidance of doubt, there are no Serviced Loan Combinations with
respect to this transaction.

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

            "Loan REMIC" shall have the meaning assigned thereto in the
preliminary statement hereto.

            "Loan REMIC Balance" shall mean, with respect to each Loan REMIC
Regular Interest, as of the Cut-off Date, an amount equal to the loan balance of
the 350 Long Beach Mortgage Loan or The Shoppes on Shugart Shopping Center
Mortgage Loan, as applicable, as of the Cut-off Date, reduced by the amount of
principal distributions thereon and Realized Losses allocable thereto in all
prior periods.

            "Loan REMIC Distribution Account" shall mean each of the two
sub-accounts of the Distribution Account and maintained by the Trustee pursuant
to Section 3.04(h).

            "Loan REMIC Interests" shall mean the Loan REMIC Regular Interests
and the Loan REMIC Residual Interests.

            "Loan REMIC Loan" shall mean the 350 Long Beach Mortgage Loan or The
Shoppes on Shugart Shopping Center Mortgage Loan.

            "Loan REMIC Regular Interest" shall have the meaning assigned
thereto in the Preliminary Statement hereto.

            "Loan REMIC Residual Interest" shall have the meaning assigned
thereto in the Preliminary Statement hereto.

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

            "Loss Reimbursement Amount" shall mean:

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

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

            (c) with respect to any Loan REMIC Regular Interest, for any
      Distribution Date, the total amount of all Unfunded Principal Balance
      Reductions of the related Loan REMIC Loan.

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

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

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

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

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

            "Master Servicer" shall mean Wachovia Bank, National Association in
its capacity as master servicer hereunder, or any successor master servicer
appointed as herein provided.

            "Master Servicer Class AMP-E Remittance Amount" shall mean, with
respect to any Master Servicer Remittance Date, an amount equal to: (a) the
aggregate amount of all payments and other collections on or with respect to the
Ala Moana Portfolio Non-Pooled Trust Loan that (A) were received as of 12:00
noon (New York City time) on the Master Servicer Remittance Date and (B) are on
deposit or are required to be on deposit in the Class AMP-E Custodial Account as
of 12:00 noon (New York City time) on such Master Servicer Remittance Date; net
of (b) the portion of the aggregate amount described in clause (a) of this
definition that represents one or more of the following--(i) Monthly Payments
that are due on a Due Date following the end of the related Collection Period,
(ii) any amount payable or reimbursable to any Person from the Class AMP-E
Custodial Account pursuant to clauses (ii) through (xviii) of Section 3.05(a),
(iii) any Excess Liquidation Proceeds with respect to the Ala Moana Portfolio
Non-Pooled Trust Loan and (iv) any amounts deposited in the Class AMP-E
Custodial Account in error.

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

            "Master Servicer Remittance Date" shall mean the date each month,
commencing in January 2007, on which, among other things, the Master Servicer is
required to (i) make P&I Advances and (ii) transfer the Master Servicer
Remittance Amount, the Master Servicer Class AMP-E Remittance Amount and any
Excess Liquidation Proceeds to the Trustee, which date shall be the Business Day
immediately preceding each Distribution Date by 1 p.m. (New York City time).

            "Master Servicing Fee" shall mean, with respect to each Serviced
Loan and the Non-Serviced Trust Loans (and, in each case, any successor REO Loan
with respect thereto), the fee designated as such and payable to the Master
Servicer pursuant to Section 3.11(a). The Master Servicing Fee includes any
servicing fees payable to any third-party servicers that sub-service or primary
service the loans on behalf of the Master Servicer, but does not include any
primary servicing fee payable with respect to a Non-Serviced Trust Loan to the
applicable Lead Master Servicer under the applicable Lead PSA. Solely for
federal income taxes purposes, in the case of each Loan REMIC Loan, the Master
Servicing Fee shall be deemed to be paid by the Lower-Tier REMIC on the related
Loan REMIC Balance.

            "Master Servicing Fee Rate" shall mean, with respect to each
Serviced Loan and the Non-Serviced Trust Loans and any successor REO Loan, the
rate per annum specified as such on the Mortgage Loan Schedule. With respect to
each Loan Combination, the Master Servicing Fee Rate for the related Mortgage
Loan may be different than the Master Servicing Fee Rate for the related
Companion Loan, as more particularly set forth on the Mortgage Loan Schedule.
Solely for federal income taxes purposes, in the case of each Loan REMIC Loan,
"Mortgage Loan" shall refer to the related Loan REMIC Regular Interest for
purposes of this definition, as the context requires.

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

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

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

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

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

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

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

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

            "Mortgage File" shall mean:

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

                  (i) (A) the original executed Mortgage Note for such Mortgage
            Loan, endorsed (without recourse, representation or warranty,
            express or implied) to the order of "Wells Fargo Bank, N.A., as
            trustee for the registered holders of COBALT CMBS Commercial
            Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C1" or in blank, and further showing a
            complete, unbroken chain of endorsement from the originator (if such
            originator is not the Mortgage Loan Seller) (or, alternatively, if
            the original executed Mortgage Note has been lost, a lost note
            affidavit and indemnity with a copy of such Mortgage Note), and (B)
            in the case of a Loan Combination, a copy of the executed Mortgage
            Note for the related Companion Loan;

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

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

                  (iv) an original executed assignment, in recordable form
            (except for recording information not yet available if the
            instrument being assigned has not been returned from the applicable
            recording office), of (A) the Mortgage and (B) any related
            Assignment of Leases (if such item is a document separate from the
            Mortgage), in favor of "Wells Fargo Bank, N.A., in its capacity as
            trustee for the registered holders of COBALT CMBS Commercial
            Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C1" (or, in each case, a copy thereof,
            certified to be the copy of such assignment submitted for
            recording);

                  (v) an original or copy of the assignment of all unrecorded
            documents relating to the Mortgage Loan, in favor of "Wells Fargo
            Bank, N.A., as trustee for the registered holders of COBALT CMBS
            Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C1";

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

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

                  (viii) filed copies (with evidence of filing) of any prior
            effective UCC Financing Statements in favor of the originator of
            such Mortgage Loan or in favor of any assignee prior to the Trustee
            (but only to the extent the applicable Mortgage Loan Seller had
            possession of such UCC Financing Statements prior to the Closing
            Date) and an original UCC-2 or UCC-3 assignment thereof, as
            appropriate, in form suitable for filing, in favor of "Wells Fargo
            Bank, N.A., in its capacity as trustee for the registered holders of
            COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage
            Pass-Through Certificates, Series 2006-C1";

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

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

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

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

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

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

                  (xv) an original assignment of the related security agreement
            (if such item is a document separate from the Mortgage and if such
            item is not included in the assignment described in clause (v)), in
            favor of "Wells Fargo Bank, N.A., in its capacity as trustee for the
            registered holders of COBALT CMBS Commercial Mortgage Trust 2006-C1,
            Commercial Mortgage Pass-Through Certificates, Series 2006-C1";

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

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

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

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

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

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

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

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

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

                  (i) the Mortgage Loan number;

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

                  (iii) the Cut-off Date Balance;

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

                  (v) the original Mortgage Rate;

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

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

                  (viii) the Interest Accrual Basis;

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

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

                  (xi) the Mortgage Loan Seller(s);

                  (xii) the originator;

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

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

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

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

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

            "Mortgage Loan Sellers" shall mean each of CWCapital LLC, Wachovia
Bank, National Association, Citigroup Global Markets Realty Corp., Artesia
Mortgage Capital Corporation and German American Capital Corporation.

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

            "Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Mortgage Loans, in each case other than the Ala Moana Portfolio
Non-Pooled Trust Loan, collectively. The Mortgage Pool does not include any
Companion Loans or any related REO Loan or the Ala Moana Portfolio Non-Pooled
Trust Loan or any related REO Loan.

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

            "Mortgage Rate" shall mean, with respect to each Mortgage Loan (and
any successor REO Loan with respect thereto) or Loan REMIC Regular Interest, the
related annualized 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, as such rate may be modified in
accordance with Section 3.21 or in connection with a bankruptcy, insolvency or
similar proceeding involving the related Mortgagor. In the case of any ARD Loan,
the related Mortgage Rate shall increase in accordance with the related Mortgage
Note if the particular Mortgage Loan is not paid in full by its Anticipated
Repayment Date. Notwithstanding the foregoing, if any Mortgage Loan does not
accrue interest on the basis of a 360-day year consisting of twelve 30-day
months, then, solely for purposes of calculating Pass-Through Rates and the
Class AMP-E Adjusted Net Mortgage Rate, the Mortgage Rate of such Mortgage Loan
for any one-month period preceding a related Due Date shall be the annualized
rate at which interest would have to accrue in respect of such Mortgage Loan on
the basis of a 360-day year consisting of twelve 30-day months in order to
produce the aggregate amount of interest actually accrued (exclusive of Default
Interest) in respect of such Mortgage Loan during such one-month period at the
related Mortgage Rate; provided, however, that with respect to any Interest
Reserve Mortgage Loan or the Ala Moana Portfolio Non-Pooled Trust Loan, the
Mortgage Rate for (A) the one-month period preceding the Due Dates that occur in
January and February in any year that is not a leap year or the one-month period
preceding the Due Date that occurs in February in any year that is a leap year
(in either case, unless the related Distribution Date is the Final Distribution
Date) will be determined exclusive of the Interest Reserve Amount or Class AMP-E
Interest Reserve Amount, as applicable, withheld from that month, and (B) the
one-month period preceding the Due Date in March (or February, if the related
Distribution Date is Final Distribution Date) will be determined inclusive of
the Interest Reserve Amount(s) or Class AMP-E Interest Reserve Amount(s), as
applicable, withheld from the immediately preceding February and, if applicable,
January.

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

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

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

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

            "Net AMP-E Prepayment Interest Shortfall" shall mean, 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 and/or, insofar as they result from the application of
Insurance Proceeds and/or Condemnation Proceeds, other early recoveries of
principal Received on the Ala Moana Portfolio Non-Pooled Trust Loan (including
if such Loan is a Specially Serviced Mortgage Loan) during the related
Collection Period, exceeds (b) the aggregate amount deposited by the Master
Servicer in the Class AMP-E Sub-Account for such Distribution Date pursuant to
Section 3.19(a) in connection with such Prepayment Interest Shortfalls.

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

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

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

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

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

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

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

            "Nonrecoverable Advance" shall mean any Nonrecoverable P&I Advance
or Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement Amounts shall
constitute a Nonrecoverable Advance only when the Person making such
determination or the Special Servicer in accordance with the procedures
specified in the definition of Nonrecoverable P&I Advance or Nonrecoverable
Servicing Advance, as applicable, and taking into account factors such as all
other outstanding Advances, either (a) has determined that such Workout-Delayed
Reimbursement Amounts, would not ultimately be recoverable from Late Collections
or any other recovery on or in respect of the related Mortgage Loan, Loan
Combination or REO Loan, or (b) has determined that such Workout-Delayed
Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts
(that have not been reimbursed to the party that made such Advance) or
unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from
the principal portion of future general collections on the Mortgage Loans and
REO Properties. Any determination as to whether an Advance is or, if made, would
be a Nonrecoverable Advance, if made by the Master Servicer or the Special
Servicer shall be made in accordance with the Servicing Standard and if made by
the Trustee shall be made in such party's reasonable, good faith judgment. The
Master Servicer and the Trustee shall conclusively rely on and be bound by the
Special Servicer's determination that a P&I Advance or Servicing Advance is
nonrecoverable; provided, however, that in the absence of such determination by
the Special Servicer, the Master Servicer and the Trustee will be entitled to
make their own determination that a P&I Advance or Servicing Advance is
nonrecoverable, and in no event shall a determination by the Special Servicer
that a previously made or proposed P&I Advance or Servicing Advance would be
recoverable be binding on the Master Servicer or the Trustee.

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

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

            "Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class AMP-E1, Class AMP-E2, Class R-I and Class
R-II Certificates are Non-Registered Certificates.

            "Non-Serviced Companion Loan" shall mean each of (i) the Ala Moana
Portfolio Pari Passu Companion Loans and the Ala Moana Portfolio Subordinate
Companion Loans, (ii) the ShopKo Portfolio Pari Passu Companion Loans, (iii) the
311 South Wacker Pari Passu Companion Loan and (iv) the Fortress/Ryan's
Portfolio Pari Passu Companion Loan.

            "Non-Serviced Loan Combination" shall mean, individually or
collectively, as applicable, (i) the Ala Moana Portfolio Loan Combination, (ii)
the ShopKo Portfolio Loan Combination, (iii) the 311 South Wacker Loan
Combination and (iv) the Fortress/Ryan's Portfolio Loan Combination.

            "Non-Serviced Trust Loan" shall mean each of (i) the Ala Moana
Portfolio Trust Loan and, (ii) the ShopKo Portfolio Trust Loan, (iii) the 311
South Wacker Trust Loan and (iv) the Fortress/Ryan's Portfolio Trust Loan.

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

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

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

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

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

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

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

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

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

            "P&I Advance" shall mean, as to any Mortgage Loan (including the Ala
Moana Portfolio Non-Pooled Trust Loan) or a related REO Loan, any advance made
by the Master Servicer or the Trustee pursuant to Section 4.03 or 4.03A.

            "Pass-Through Rate" shall mean:

            (b) with respect to the Class A-1 Certificates for any Interest
      Accrual Period, 5.043% per annum;

            (c) with respect to the Class A-2 Certificates for any Interest
      Accrual Period, 5.174% per annum;

            (d) with respect to the Class A-AB Certificates for any Interest
      Accrual Period, an annual rate equal to 5.223% per annum;

            (e) with respect to the Class A-3 Certificates for any Interest
      Accrual Period, 5.311% per annum;

            (f) with respect to the Class A-4 Certificates for any Interest
      Accrual Period, an annual rate equal to 5.223% per annum;

            (g) with respect to the Class A-1A Certificates for any Interest
      Accrual Period, an annual rate equal to 5.199% per annum;

            (h) with respect to the Class A-M Certificates for any Interest
      Accrual Period, an annual rate equal to 5.254% per annum;

            (i) with respect to the Class A-J Certificates for any Interest
      Accrual Period, an annual rate equal to 5.289% per annum;

            (j) with respect to the Class B Certificates for any Interest
      Accrual Period, an annual rate equal to 5.359% per annum;

            (k) with respect to the Class C Certificates for any Interest
      Accrual Period, an annual rate equal to 5.398% per annum;

            (l) with respect to the Class D Certificates for any Interest
      Accrual Period, an annual rate equal to 5.438% per annum;

            (m) with respect to the Class E Certificates for any Interest
      Accrual Period, an annual rate equal to 5.497% per annum;

            (n) with respect to the Class F Certificates for any Interest
      Accrual Period, an annual rate equal to the lesser of (A) 5.665% per annum
      and (B) the Weighted Average Net Mortgage Rate;

            (o) with respect to the Class G Certificates for any Interest
      Accrual Period, an annual rate equal to the lesser of (A) 5.763% per annum
      and (B) the Weighted Average Net Mortgage Rate;

            (p) with respect to the Class H Certificates for any Interest
      Accrual Period, an annual rate equal to the lesser of (A) 5.961% per annum
      and (B) the Weighted Average Net Mortgage Rate;

            (q) with respect to each of the Class J, Class K, Class L, Class M,
      Class N, Class O and Class P Certificates for any Interest Accrual Period,
      an annual rate equal to 4.979% per annum;

            (r) with respect to the Class AMP-E1 Certificates for any Interest
      Accrual Period, an annual rate equal to the Class AMP-E Adjusted Net
      Mortgage Rate;

            (s) with respect to the Class AMP-E2 Certificates for any Interest
      Accrual Period, an annual rate equal to the Class AMP-E Adjusted Net
      Mortgage Rate;

            (t) with respect to the Class IO Certificates for any Interest
      Accrual Period, an annual rate equal to the weighted average of the Class
      IO Strip Rates for the 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); and

            (u) with respect to each Loan REMIC Regular Interest, the Mortgage
      Rate of the related Loan REMIC Loan.

            "PCAOB" means the Public Company Accounting Oversight Board.

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

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

            "Performing Party" shall have the meaning assigned to such term in
Section 11.06.

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

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

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

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

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

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

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

                  (v) units of money market funds (including the Wells Fargo
            Prime Investment Money Market Fund or any other money market funds
            for which the Trustee or its affiliates acts as an advisor or
            manager) rated in the highest applicable rating category of each of
            S&P and Fitch, (or, in the case of any Rating Agency, such lower
            rating as will not result in an Adverse Rating Event with respect to
            any Class of Certificates or Companion Loan Securities, as evidenced
            in writing by such Rating Agency) and which seeks to maintain a
            constant net asset value; and

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

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

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

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

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

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

            "Pool Custodial Account" shall mean the segregated account or
accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee in trust for the Certificateholders, which
shall be entitled "Wachovia Bank, National Association, as Master Servicer, on
behalf of Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage
Pass-Through Certificates, Series 2006-C1."

            "Pool REO Account" shall mean the segregated account or accounts
created and maintained by the Special Servicer pursuant to Section 3.17 on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "CWCapital Asset Management LLC, as Special Servicer, on behalf of
Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1."

            "Pooled Mortgage Loans" means the Mortgage Loans other than the Ala
Moana Portfolio Non-Pooled Trust Loan.

            "Pooled REO Mortgage Loans" means the REO Mortgage Loans other than
any REO Mortgage Loan with respect to the Ala Moana Portfolio Non-Pooled Trust
Loan.

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

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

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

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

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

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

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

            "Primary Servicer" shall mean CWCapital LLC, in its capacity as
primary servicer with respect to those Mortgage Loans set forth on Schedule VII
herein.

            "Primary Servicing Agreement" shall mean the written contract
between the Master Servicer and the Primary Servicer relating to the Mortgage
Loans set forth on Schedule VII herein.

            "Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that are primarily
responsible for such party's servicing obligations hereunder. As of the Closing
Date, the Primary Servicing Office of the Master Servicer is located at NC 1075,
8739 Research Drive URP4, Charlotte, North Carolina 28262, and the Primary
Servicing Office of the Special Servicer is located at 700 Twelfth Street N.W.,
Suite 700, Washington D.C. 20005.

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

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

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

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

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

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

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

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

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

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

provided that none of the amounts set forth in clauses (a) to (f) above shall
represent amounts received, due or advanced on or in respect of (1) the Ala
Moana Portfolio Non-Pooled Trust Loan or any successor REO Loans thereto or (2)
any Companion Loan or any successor REO Loan thereto; provided, further, that
the Principal Distribution Amount for the applicable Sub-Pool or Mortgage Pool
for any Distribution Date shall be reduced by the amount of any reimbursements
of (i) Nonrecoverable Advances plus interest on such Nonrecoverable Advances
that are deemed paid or reimbursed from principal collections on the Mortgage
Loans in a period during which such principal collections would have otherwise
been included in the Principal Distribution Amount for the applicable Sub-Pool
or Mortgage Pool for such Distribution Date and (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Mortgage Loans in a period during which such principal collections would
have otherwise been included in the Principal Distribution Amount for such
Distribution Date.

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

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

            "Prohibited Transaction Exemption" shall mean, collectively,
Prohibited Transaction Exemption ("PTE") 96-22, granted to Wachovia Capital
Markets, LLC, PTE 89-89, granted to Citigroup Global Markets Inc. and Final
Authorization Number 97-03E granted to Deutsche Bank Securities Inc. by the
United States Department of Labor, as such Prohibited Transaction Exemption may
be amended from time to time.

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

            "Prospectus" shall mean the prospectus dated November 27, 2006, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

            "Prospectus Supplement" shall mean the prospectus supplement dated
December 6, 2006, relating to the Registered Certificates.

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

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

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

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

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

            "Rated Final Distribution Date" shall mean, for the purposes of this
Agreement, the Distribution Date in August 2048.

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

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

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

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

            "Record Date" shall mean: with respect to the initial Distribution
Date, the Closing Date; and, with respect to any other Distribution Date, the
last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

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

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

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

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

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

            "Regulation AB" means Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 -1,631 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "REO Property" shall mean (A) a Mortgaged Property acquired on
behalf and in the name of the Trustee for the benefit of the Certificateholders
(or, in the case of the Loan Combination Mortgaged Properties (other than the
Non-Serviced Loan Combinations, which are being serviced under the applicable
Lead PSA), for the benefit of the Certificateholders and the Companion Loan
Noteholders, as their interests may appear), through foreclosure, acceptance of
a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of a Loan and (B) in the case of
a Non-Serviced Trust Loan, the Trust's beneficial interest in the "REO Property"
acquired under the related Lead PSA.

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

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

            "Reportable Event" shall have the meaning assigned thereto in
Section 11.07.

            "Reporting Servicer" shall have the meaning assigned thereto in
Section 11.10.

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

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

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

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

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

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

                  (i) that becomes a Modified Loan,

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

                  (iii) such Mortgage Loan is delinquent in respect of its
            Balloon Payment, if any, for (A) 60 days, or (B) if the related
            Mortgagor has delivered to the Master Servicer a refinancing
            commitment acceptable to the Special Servicer prior to the 60th day
            after the date the subject Balloon Payment was due and is making
            Assumed Monthly Payments on each Due Date, 120 days after the
            subject Balloon Payment was due (or such shorter period beyond the
            date on which such Balloon Payment was due within which the
            refinancing is scheduled to occur);

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

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

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

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

Any Required Appraisal Loan (other than a Mortgage Loan that became a Required
Appraisal Loan pursuant to clause (vii) above) shall cease to be such at such
time as it has become a Corrected Mortgage Loan (except if such Required
Appraisal Loan had not become a Specially Serviced Mortgage Loan at the time the
applicable event(s) described in any of clauses (i) through (vii) above ceased
to exist), it has remained current for at least three (3) consecutive Monthly
Payments, and no other event described in clauses (i) through (vii) above has
occurred with respect thereto during the preceding three-month period; provided
that the term "Required Appraisal Loan" shall include any successor REO Loan(s);
provided, further, that any Serviced Loan Combination shall, upon the occurrence
of any of the events described in clauses (i) through (vii) of this definition
in respect of any Loan in such Serviced Loan Combination, be deemed to be a
single "Required Appraisal Loan"; and provided, further, that if the Stated
Principal Balance of the Mortgage Loan is less than $2,000,000, the Special
Servicer may perform an internal valuation of the Mortgaged Property instead of
obtaining a Required Appraisal and, if the portion of the Stated Principal
Balance of the Mortgage Loan that has been allocated to a Mortgaged Property,
assuming there is more than one Mortgaged Property securing the Mortgage Loan,
is less than $2,000,000, the Special Servicer may perform an internal valuation
of the particular Mortgaged Property instead of obtaining an appraisal.

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

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

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

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

            "Responsible Officer" shall mean any officer of the Corporate Trust
Group of the Trustee, the Certificate Registrar or the Paying Agent assigned to
the Corporate Trust Office with direct responsibility for the administration of
this Agreement and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject, and, in the case of any certification
required to be signed by a Responsible Officer, such an officer whose name and
specimen signature appears on a list of corporate trust officers furnished to
the Master Servicer by the Trustee, the Certificate Registrar or the Paying
Agent, as the case may be, as such list may from time to time be amended.

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

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

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

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

            "Sarbanes-Oxley Certification" shall have the meaning assigned to
such term in Section 11.06.

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

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

            "Serviced Companion Loan" shall not apply to any of the Mortgage
Loans. For the avoidance of doubt, there are no Serviced Companion Loans with
respect to this transaction.

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

            "Serviced Loan Combination": There are no Serviced Loan Combinations
with respect to this transaction and provisions herein relating to Serviced Loan
Combinations shall not be applicable.

            "Serviced Loan Combination Trust Mortgage Loan": There are no
Serviced Loan Combination Trust Mortgage Loans in this transaction and
provisions herein relating to Serviced Loan Combination Trust Mortgage Loans
shall not be applicable.

            "Serviced Pari Passu Companion Loan": There are no Serviced Pari
Passu Companion Loans in this transaction and provisions herein relating to
Serviced Pari Passu Companion Loans shall not be applicable.

            "Serviced REO Property": shall mean any REO Property with respect to
a Serviced Loan.


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

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

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

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

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

            "Servicing Fees" shall mean with respect to each Serviced Loan and
the Non- Serviced Trust Loans (and any successor REO Loan with respect thereto),
the Master Servicing Fee and the Special Servicing Fee. Solely for federal
income taxes purposes, in the case of each Loan REMIC Loan, the Servicing Fee
shall be deemed to be paid by the Lower-Tier REMIC on the related Loan REMIC
Balance of the related Loan REMIC Regular Interest.

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

            "Servicing Function Participant" means any Person, other than the
Master Servicer, the Special Servicer and the Trustee, that is performing
activities that address the Servicing Criteria, unless such Person's activities
relate only to 5% or less of the Mortgage Loans by unpaid principal balance
calculated in accordance with the provisions of Regulation AB.

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

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

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

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

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

            "ShopKo Portfolio Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

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

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

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

            "Special Servicer" shall mean CWCapital Asset Management LLC, in its
capacity as special servicer hereunder, or any successor special servicer
appointed as herein provided.

            "Special Servicing Reporting Date" shall have the meaning assigned
thereto in Section 3.13(c).

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

            "Special Servicing Fee Rate" shall mean, with respect to each
Specially Serviced Mortgage Loan and each REO Loan (excluding an REO Loan that
corresponds to a Non-Serviced Trust Loan), .025% per annum.

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

            (a) the related Mortgagor has failed to make when due any Monthly
      Payment (including a Balloon Payment), which failure continues, or the
      Master Servicer determines in its reasonable, good faith judgment in
      consultation with the Special Servicer, will continue, unremedied (without
      regard to any grace period) (i) except in the case of a Balloon Loan
      delinquent in respect of its Balloon Payment, for sixty (60) days beyond
      the date on which the subject payment was due, or (ii) solely in the case
      of a delinquent Balloon Payment on a Balloon Loan, (A) for sixty (60) days
      beyond the date on which the subject Balloon Payment was due or (B) in the
      case of a Balloon Loan as to which the related Mortgagor shall have
      delivered a refinancing commitment acceptable to the Special Servicer
      prior to the 60th day after the date the subject Balloon Payment was due
      and is making Assumed Monthly Payments on each Due Date for one hundred
      twenty (120) days beyond the date on which the subject Balloon Payment was
      due (or for such shorter period beyond the date on which the subject
      Balloon Payment was due during which the refinancing is scheduled to
      occur);

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

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

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

            (e) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      or the appointment of a conservator or receiver or liquidator in any
      insolvency, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs,
      shall have been entered against the related Mortgagor and such decree or
      order shall have remained in force and not dismissed for a period of sixty
      (60) days; or

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

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

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

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

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

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

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

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

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

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

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

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

            In the case of each Loan REMIC Loan, "Mortgage Loan" shall refer to
the related Loan REMIC Regular Interest for purposes of this definition as the
context requires.

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

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

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

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

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

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

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

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

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

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

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

            "Subcontractor" means any vendor, subcontractor or other Person that
is not responsible for the overall servicing (as "servicing" is commonly
understood by participants in the mortgaged-backed securities market) of
Mortgage Loans but performs one or more discrete functions of the Servicing
Criteria with respect to Mortgage Loans under the direction or authority of the
Master Servicer, the Special Servicer, the Trustee, an Additional Servicer, or a
Sub-Servicer.

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

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

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

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

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

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

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

                  (i) the Mortgagor's name;

                  (ii) property type;

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

                  (iv) the original balance;

                  (v) the original and remaining amortization term;

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

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

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

                  (ix) whether such Mortgage Loan is insured by environmental
            policies;

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

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

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

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

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

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

            "Tenants-in-Common Loan" shall mean those certain Mortgage Loans
that are identified on Exhibit V hereto for which the related Mortgagors own the
related Mortgaged Property as tenants-in-common and the related Mortgagor is
subject to further syndication.

            "The Shoppes on Shugart Shopping Center Mortgage Loan" shall mean
the Mortgage Loan secured by the property known as The Shoppes on Shugart
Shopping Center.

            "The Shoppes on Shugart Shopping Center Yield Supplement Amount"
shall mean the yield supplement amount received by the Trustee in respect of the
related Mortgage Loan Seller's obligation pursuant to the related Mortgage Loan
Purchase Agreement to repurchase the mortgage loan with a yield supplement
payment equal to the yield maintenance, as calculated pursuant to the related
loan documents, prior to the defeasance of The Shoppes on Shugart Shopping
Center on any date prior to the date which is two years after the Startup Day.
The Shoppes on Shugart Shopping Center Yield Supplement Amount is an asset of
the Grantor Trust, and shall not be an asset of any REMIC Pool.

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

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

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

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

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

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

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

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

            "Trustee" shall mean Wells Fargo Bank, N.A., in its capacity as
trustee hereunder, or any successor trustee appointed as herein provided.

            "Trustee Fee" shall mean, with respect to each Distribution Date, an
amount equal to one-twelfth of the product of (i) the Trustee Fee Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately prior to such Distribution Date; provided, however, that
with respect to the Ala Moana Portfolio Non-Pooled Trust Loan, the Trustee Fee
shall mean, with respect to each Distribution Date, an amount equal to the
product of (i) the Trustee Fee Rate multiplied by (ii) the Stated Principal
Balance of the Ala Moana Portfolio Non-Pooled Trust Loan. Solely for federal
income tax purposes, in the case of the Loan REMIC Loans, the Trustee Fee shall
be deemed to be paid by the Lower-Tier REMIC in respect of the related Loan
REMIC Regular Interest.

            "Trustee Fee Rate" shall mean 0.0008% per annum.

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

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

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

            "Uncertificated Lower-Tier Interest" shall mean each separate
non-certificated beneficial ownership interest in the Lower-Tier REMIC issued
hereunder and designated as a "regular interest" in the Lower-Tier REMIC. Each
Uncertificated Lower-Tier Interest (other than the Class LAMP-E1 and Class
LAMP-E2 Interests) shall accrue interest at the Weighted Average Net Mortgage
Rate, and in the case of the Class LAMP-E1 and Class LAMP-E2 Interests, at the
Class AMP-E Adjusted Net Mortgage Rate, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto. The designations for the respective Uncertificated
Lower-Tier Interests are set forth in the Preliminary Statement hereto.

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

            "Underwriters" shall mean Wachovia Capital Markets, LLC, Citigroup
Global Markets Inc. and Deutsche Bank Securities Inc., and their respective
successors in interest.

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

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

            "United States Tax Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any State thereof or the District
of Columbia, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more such United States Tax Persons have the authority to control all
substantial decisions of the trust (or to the extent provided in the Treasury
regulations, if the trust was in existence on August 20, 1996 and elected to be
treated as a United States person), all within the meaning of Section
7701(a)(30) of the Code.

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

            "Upper-Tier Distribution Account" shall mean the subaccount deemed
to be a part of the Distribution Account and maintained by the Trustee pursuant
to Section 3.04(b).

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

            "Voting Rights" shall mean the portion of the voting rights of all
of the Certificates that is allocated to any Certificate. At all times during
the term of this Agreement, 99% of the Voting Rights shall be allocated among
the Holders of the various Classes of the Principal Balance Certificates (other
than the Class AMP-E Certificates) in proportion to the respective Class
Principal Balances of their Certificates, and 1% of the Voting Rights shall be
allocated to the Holders of the Class IO Certificates. Voting Rights allocated
to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates. No Voting Rights shall be allocated to the Class AMP-E,
Class R-I or Class R-II Certificates.

            "WBCMT 2006-C28 Depositor" shall have the meaning assigned thereto
in the Preliminary Statement.

            "WBCMT 2006-C28 Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "WBCMT 2006-C28 PSA" shall have the meaning assigned thereto in the
Preliminary Statement.

            "WBCMT 2006-C28 Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "WBCMT 2006-C28 Trustee" shall have the meaning assigned thereto in
the Preliminary Statement.

            "Weighted Average Net Mortgage Rate" shall mean, with respect to any
Distribution Date, the weighted average of the Net Mortgage Rates of the Pooled
Mortgage Loans as of the first day of the related Collection Period, weighted on
the basis of their respective Stated Principal Balances as of the first day of
such Collection Period (after giving effect to any payments received during any
applicable grace period); provided, that in the case of each Loan REMIC Loan,
"Pooled Mortgage Loan" shall refer to the related Loan REMIC Regular Interest.

            "Workout-Delayed Reimbursement Amounts" shall mean with respect to
any Mortgage Loan, the amount of any Advance made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of
three Monthly Payments under its modified terms, would then constitute) a
Corrected Mortgage Loan, together with (to the extent accrued and unpaid)
interest on such Advances, to the extent that (i) such Advance is not reimbursed
to the Person who made such Advance on or before the date, if any, on which such
Mortgage Loan becomes a Corrected Mortgage Loan and (ii) the amount of such
Advance becomes an obligation of the Mortgagor to pay such amount under the
terms of the modified Mortgage Loan documents.

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

            "Workout Fee Rate" shall mean, with respect to each Corrected
Mortgage Loan as to which a Workout Fee is payable, 1.00%.

            "Yield Maintenance Charge" shall mean the payments paid or payable,
as the context requires, as the result of a Principal Prepayment on, or other
early collection of principal of, a Mortgage Loan, which payments are not
otherwise due thereon in respect of principal or interest and have been
calculated (based on scheduled payments of interest and/or principal on such
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 which shall generate the lowest
discount rate or reinvestment yield for the purposes thereof. Accordingly, if
either no U.S. Treasury issue, or more than one U.S. Treasury issue, shall
coincide with the term over which the Yield Maintenance Charge shall be
calculated (which depending on the applicable Mortgage Note is based on the
remaining average life of the Mortgage Loan or the actual term remaining through
the related Stated Maturity Date), the Master Servicer shall use the applicable
U.S. Treasury whose reinvestment yield is the lowest, with such yield being
based on the bid price for such issue as published in The Wall Street Journal on
the date that is 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 = (12 X [{(1+ "BEY"/2) ^1/6}-1]) X 100, where BEY is defined
as the U.S. Treasury Reinvestment Yield which is in decimal form and not in
percentage, and 1/6 is the exponential power to which a portion of the equation
is raised. For example, using a BEY of 5.50%, the MEY = (12 X [{(1+ .055/2) ^
0.16667}- 1]) X 100 where .055 is the decimal version of the percentage 5.5% and
0.16667 is the decimal version of the exponential power. The MEY in the above
calculation is 5.44%..

            Section 1.02 General Interpretive Principles.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 1.04 Certain Calculations Relating to Mortgage Loans.

            All amounts collected in respect of any group of related
Cross-Collateralized Mortgage Loans (other than REO Mortgage Loans) in the form
of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds, shall be applied by the Master Servicer among such
Mortgage Loans in accordance with the express provisions of the related loan
documents and, in the absence of such express provisions, on a pro rata basis in
accordance with the respective amounts then due and owing as to each such
Mortgage Loans.

            All amounts collected in respect of any Serviced Loan (whether or
not such Mortgage Loan is a Cross-Collateralized Mortgage Loan) other than an
REO Mortgage Loan, in the form of payment from Mortgagors, Condemnation
Proceeds, Insurance Proceeds, Liquidations Proceeds, repurchase proceeds or
payments of substitution shortfall amounts shall be applied to amounts due and
owing under the related Mortgage Note and Mortgage (including, without
limitation, for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Note and Mortgage and, in the
absence of, or to the extent not covered by, such express provisions, shall be
applied for purposes of this Agreement: first, as a recovery of any related
unreimbursed Servicing Advances and P&I Advances and, if applicable, unpaid
Liquidation Expenses; second, as a recovery of any amounts withdrawn from
general principal collections on the Mortgage Pool in order to reimburse any
Workout Delayed Reimbursement Amounts but only to the extent of principal
collections used to pay Workout Delayed Reimbursement Amounts and Nonrecoverable
Advance with respect to such Loan and interest on an such Advance; third, as a
recovery of accrued and unpaid interest at the related Mortgage Rate on such
Mortgage Loan to but not including, as appropriate, the date of receipt
(exclusive, however, in the case of an REO Loan that relates to any ARD Loan
after its Anticipated Repayment Date, of any such accrued and unpaid interest
that constitutes Post-ARD Additional Interest) or, in the case of a full Monthly
Payment from any Mortgagor, the related Due Date; fourth, as a recovery of
principal of such Mortgage Loan then due and owing, including, without
limitation, by reason of acceleration of the Mortgage Loan following a default
thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage
Loan, as a recovery of principal to the extent of its entire remaining unpaid
principal balance); fifth, as a recovery of amounts to be currently applied to
payment of, or escrowed for the future payment of, real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items;
sixth, as a recovery of Reserve Funds to the extent then required to be held in
escrow; seventh, as a recovery of any Yield Maintenance Charge or Prepayment
Premium then due and owing under such Mortgage Loan; eighth, as a recovery of
any penalty charges then due and owing under such Mortgage Loan; ninth, as a
recovery of any assumption fees and modification fees then due and owing under
such Mortgage Loan; tenth, as a recovery of any other amounts then due and owing
under such Mortgage Loan; and eleventh, as a recovery of any remaining principal
of such Mortgage Loan to the extent of its entire remaining unpaid principal
balance.

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

            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 Serviced Loan as of
the date of the related REO Acquisition. All Monthly Payments (other than a
Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Loan
delinquent in respect of its Balloon Payment) and other amounts due and owing,
or deemed to be due and owing, in respect of the predecessor Serviced 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.

                                   ARTICLE II

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

            Section 2.01 Creation of Trust; Conveyance of Mortgage Loans and
Loan REMIC Interests.

            (a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement and that such trust be
designated as "COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1." Wells Fargo Bank, N.A. is
hereby appointed, and does hereby agree, to act as Trustee hereunder and, in
such capacity, to hold the Trust Fund in trust for the exclusive use and benefit
of all present and future Certificateholders. The Depositor, concurrently with
the execution and delivery hereof, does hereby assign, sell, transfer, set over
and otherwise convey to the Trustee in trust, without recourse, for the benefit
of the Certificateholders, all the right, title and interest of the Depositor
in, to and under (i) the Mortgage Loans, (ii) the Mortgage Loan Purchase
Agreement 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 parties hereto acknowledge and agree that, notwithstanding
Section 12.07, the transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by them to constitute a
sale.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall direct each Mortgage Loan Seller
(pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and
deposit with the Trustee or a Custodian appointed thereby (with a copy to the
Master Servicer), on or before the Closing Date, the Mortgage File for each
Mortgage Loan (in connection with the Non-Serviced Trust Loans, the original
Mortgage File for such Mortgage Loan other than the related Mortgage Note shall
be held by the applicable Lead Trustee pursuant to the applicable Lead PSA on
behalf of the Trust Fund and the Certificateholders), with copies of the related
reserve and cash management agreements for such Mortgage Loan to be delivered to
the Master Servicer and the Special Servicer. None of the Trustee, any
Custodian, the Master Servicer or the Special Servicer shall be liable for any
failure by a Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the applicable Mortgage Loan Purchase Agreement and
this Section 2.01(b).

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

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

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

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

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

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

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

            (f) Effective as of the Closing Date, the Depositor does hereby
transfer, assign, set over, deposit with and otherwise convey to the Trustee,
without recourse, in trust, all the right, title and interest of the Depositor
in and to The Shoppes on Shugart Shopping Center Yield Supplement Amount in
exchange for the Class IO Grantor Trust Interests.

            Section 2.02 Acceptance of Trust Fund by Trustee.

            (a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Mortgage Loans and all documents delivered to it that constitute portions of
the related Mortgage Files and (ii) all other assets delivered to it and
included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.

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

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

            (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and every 90 days thereafter until the earliest of (i) the second anniversary of
the Closing Date, (ii) the day on which all material exceptions have been
removed and (iii) the day on which the Depositor has repurchased the last
affected Mortgage Loan), the Trustee or a Custodian on its behalf shall review
the documents delivered to it or such Custodian with respect to each Mortgage
Loan, and the Trustee shall, subject to Sections 2.01, 2.02(c) and 2.02(d),
certify in writing (substantially in the form of Exhibit C hereto) to each of
the other parties hereto, each Mortgage Loan Seller and each Underwriter (and,
in the case of a Serviced Loan Combination, to the related Companion Loan
Noteholder, upon request) that, as to each Mortgage Loan (other than in respect
of the Non-Serviced Trust Loans, with the exception of the related Mortgage Note
and the related endorsements specified in clause (a)(i)(A) of the definition of
"Mortgage File") then subject to this Agreement (except as specifically
identified in any exception report annexed to such certification): (i) all
documents specified in clauses (a)(i) through (a)(v), (a)(vii) and, if
applicable, (a)(viii) (without regard to the second parenthetical in such clause
(a)(viii)) of the definition of "Mortgage File") that are required to be
delivered hereunder have been delivered; (ii) the recordation/filing
contemplated by Section 2.01(c) has been completed (based solely on receipt by
the Trustee of the particular recorded/filed documents); (iii) all documents
received by it or any Custodian with respect to such Mortgage Loan have been
reviewed by it or by such Custodian on its behalf and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (v) and
(vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the
information set forth in the Mortgage File. With respect to the items listed in
clauses (ii), (iii), (iv) and, if applicable, (vi) of the definition of Mortgage
File if the original of such document is not in the Trustee's possession because
it has not been returned from the applicable recording office, then the
Trustee's or Custodian's certification prepared pursuant to this Section 2.02(b)
should indicate the absence of such original. If the Trustee's obligation to
deliver the certifications contemplated in this subsection terminates because
two (2) years have elapsed since the Closing Date, the Trustee shall deliver a
comparable certification to any party hereto, the applicable Companion Loan
Noteholder and any Underwriter on request.

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

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

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

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

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

            If (x) any Mortgage Loan is subject to a Material Breach or Material
Document Defect and would otherwise be required to be repurchased as
contemplated in this Section 2.03, (y) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan or is secured by a portfolio of Mortgaged
Properties, and (z) the applicable Material Breach or Material Document Defect
does not constitute a Material Breach or Material Document Defect, as the case
may be, as to any related Cross-Collateralized Mortgage Loan or applies to only
specific Mortgaged Properties included in such portfolio, the applicable
Mortgage Loan Seller or its designee shall use its reasonable efforts, subject
to the terms of the related Mortgage Loan(s), to prepare and, to the extent
necessary and appropriate, have executed by the related Mortgagor and record,
such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loan(s) in such Cross-Collateralized Group that are to be repurchased,
on the one hand, and the remaining Mortgage Loan(s) therein, on the other hand,
such that those two groups of Mortgage Loans are each secured only by the
Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto or (ii) in the case of Mortgage Loan secured by a
portfolio of Mortgaged Properties, release the affected Mortgaged Properties
from the cross-collateralization of the Mortgage Loan; provided that no such
termination or release shall be effected unless and until (i) the Controlling
Class Representative has consented (which consent shall not be unreasonably
withheld and shall be deemed to have been given if no written objection is
received by the applicable Mortgage Loan Seller within ten (10) Business Days of
such Controlling Class Representative's receipt of a written request for such
consent), (ii) the Trustee has received from the applicable Mortgage Loan Seller
(A) an Opinion of Counsel to the effect that such termination or release would
not cause an Adverse REMIC Event to occur with respect to any REMIC Pool and (B)
written confirmation from each Rating Agency that such termination or release
would not cause an Adverse Rating Event to occur with respect to any Class of
Certificates, (iii) the debt service coverage ratio for the four preceding
calendar quarters for all of the Mortgage Loans relating to such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties remaining is not less than
0.05x below the debt service coverage ratio for all Mortgage Loans of such
Cross-Collateralized Group (including the affected Mortgage Loan) or Mortgage
Loan (including the affected Mortgaged Property) set forth in the Prospectus
Supplement, (iv) the loan-to-value ratio for all of the Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties remaining is not greater
than 5% more than the loan-to-value ratio for all Mortgage Loans of such
Cross-Collateralized Group (including the affected Mortgage Loan) or Mortgage
Loan (including the affected Mortgaged Property) set forth in the Prospectus
Supplement. All costs and expenses incurred by the Trustee or any Person on its
behalf pursuant to this paragraph shall be included in the calculation of the
Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group is not or cannot be
terminated as contemplated by this paragraph, then, for purposes of (i)
determining whether any Breach or Document Defect, as the case may be, is a
Material Breach or Material Document Defect, and (ii) the application of
remedies, such Cross-Collateralized Group shall be treated as a single Mortgage
Loan.

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

            (c) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of a Mortgage Loan Seller
set forth in, or made pursuant to, paragraph 38 of Exhibit B to the applicable
Mortgage Loan Purchase Agreement, specifically relating to whether or not the
Mortgage Loan documents or any particular Mortgage Loan document for any
Mortgage Loan requires the related Mortgagor to bear the cost of reasonable
costs and expenses associated with a defeasance, as set forth in paragraph 38 of
Exhibit B to the Mortgage Loan Purchase Agreement (any such fees, costs or
expenses, referred to in this subsection (c) as "Covered Costs"), then the
Master Servicer shall direct the applicable Mortgage Loan Seller in writing to
wire transfer to the Pool Custodial Account, within ninety (90) days of receipt
of such direction, the amount of any such reasonable costs and expenses incurred
by the Trust that (i) otherwise would have been required to be paid by the
Mortgagor if such representation or warranty with respect to such costs and
expenses had in fact been true, as set forth in the related representation or
warranty, (ii) have not been paid by the Mortgagor, (iii) are the basis of such
Breach and (iv) constitute "Covered Costs." Upon payment of such costs, the
applicable Mortgage Loan Seller shall be deemed to have cured such Breach in all
respects. Provided that such payment is made, this paragraph describes the sole
remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and neither the Depositor nor the applicable Mortgage Loan Seller shall
be obligated to otherwise cure such Breach or repurchase the affected Mortgage
Loan under any circumstances. Amounts deposited in the Pool Custodial Account
pursuant to this paragraph shall constitute "Liquidation Proceeds" for all
purposes of this Agreement (other than Section 3.11(b)).

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

            (e) In connection with the repurchase of a Loan REMIC Loan as
contemplated by this Section 2.03, the Trustee on behalf of the Trustee shall
have no further responsibility for administering such Loan REMIC pursuant to
this Agreement.

            If the Master Servicer or the Special Servicer receives notice from
the Mortgagor under The Shoppes on Shugart Shopping Center Mortgage Loan that
such Mortgagor intends to defease The Shoppes on Shugart Shopping Center
Mortgage Loan on or before the second anniversary of the Startup Day, the Master
Servicer or the Special Servicer shall promptly notify the Master Servicer, the
Special Servicer, as applicable, the Trustee and the applicable Mortgage Loan
Seller of such Mortgagor's intention, and the Master Servicer shall direct such
Mortgage Loan Seller to repurchase The Shoppes on Shugart Shopping Center
Mortgage Loan at the Repurchase Price on a Due Date, but in no event later than
one Business Day prior to the date scheduled for such defeasance unless the
Mortgagor has withdrawn its notice or has requested postponement. If the Master
Servicer or the Special Servicer receives notice from the Mortgagor under the
350 Park Avenue Mortgage Loan that such Mortgagor intends to defease the 350
Park Avenue Mortgage Loan on or before the second anniversary of the Startup
Day, the Master Servicer or the Special Servicer shall promptly notify the
Master Servicer, the Special Servicer, as applicable, the Trustee and the
applicable Mortgage Loan Seller of such Mortgagor's intention, and the Master
Servicer shall direct such Mortgage Loan Seller to repurchase the 350 Park
Avenue Mortgage Loan at the Repurchase Price on a Due Date, but in no event
later than one Business Day prior to the date scheduled for such defeasances
unless the Mortgagor has withdrawn its notice or has requested postponement. In
addition, the applicable Mortgage Loan Seller, in this circumstance, shall be
required to remit The Shoppes on Shugart Shopping Center Yield Supplement Amount
to the Trustee to distribute to the Class IO Certificateholders. If the related
Mortgage Loan Seller fails to purchase the related Loan REMIC Loan as required,
the Special Servicer shall sell such Loan REMIC Loan from the Trust Fund at the
highest available price, in accordance with the Servicing Standard, and shall
effect a "qualified liquidation" of the Loan REMIC Loan, within the meaning of
Section 860F(a)(4) of the Code, as soon as reasonably practicable (but in no
event later than one Business Day prior to the date of such early defeasance).
The Trust shall be indemnified by the related Mortgage Loan Seller for (a) any
amount by which the Repurchase Price exceeds the proceeds received by the Trust
with respect to such sale and liquidation of the 350 Park Avenue Mortgage Loan
and (b) any amount by which the Repurchase Price plus The Shoppes on Shugart
Shopping Center Yield Supplement Amount exceeds the proceeds received by the
Trust with respect to such sale and liquidation of The Shoppes on Shugart
Shopping Center Mortgage Loan.

            Section 2.04 Representations, Warranties and Covenants of the
Depositor.

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

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

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

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

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

            (v) The Depositor is the lawful owner of the Mortgage Loans free and
      clear of all liens, claims, encumbrances and other interests with the full
      right to transfer the Mortgage Loans to the Trust and the Mortgage Loans
      have been validly transferred to the Trust.

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

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

            The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans, and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian
on its behalf of the Mortgage Files and a fully executed original counterpart of
the Mortgage Loan Purchase Agreement, together with the assignment to it of all
other assets included in the Trust Fund. Concurrently with such assignment and
delivery and in exchange therefor (other than any Post-ARD Additional Interest
received on any ARD Loan and The Shoppes on Shugart Shopping Center Yield
Supplement Amount), the Trustee (i) acknowledges the issuance of the Loan REMIC
Interests in exchange for the Loan REMIC Loans and related assets, (ii)
acknowledges the transfer to it and hereby declares that it holds the Loan REMIC
Regular Interests on behalf of the Lower-Tier REMIC, (iii) acknowledges the
issuance of the Uncertificated Lower-Tier Interests in exchange for the assets
of the Lower-Tier REMIC, (iv) acknowledges the execution by the Certificate
Registrar and the authentication and delivery by the Authenticating Agent of the
Class R-I Certificates to or upon the order of the Depositor, and (v)
acknowledges the transfer to it and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Holders of the Certificates (other than the Class R-I Certificates) and
immediately thereafter, the Trustee acknowledges that it has caused the
Certificate Registrar to execute and caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, in exchange
for the Uncertificated Lower-Tier Interests, the Regular Interest Certificates
and the Class R-II Certificates, and the Depositor hereby acknowledges the
receipt by it or its designees, of such Certificates in authorized denominations
evidencing the entire beneficial ownership of the Upper-Tier REMIC.

            Section 2.06 Acceptance of Grantor Trust Assets by Trustee; Interest
of the Class P Certificates and the Class IO Certificates.

            It is the intention of the parties hereto that the segregated pools
of assets consisting of any collections of Post-ARD Additional Interest Received
on any ARD Loan and any successor REO Mortgage Loan and The Shoppes on Shugart
Shopping Center Yield Supplement Amount constitute a grantor trust for federal
income tax purposes. The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the Grantor Trust Assets and declares that
it holds and will hold (i) the portion of such assets consisting of any
collections of Post-ARD Additional Interest received on any ARD Loan and any
successor REO Mortgage Loan and the Class P Sub-Account for the exclusive use
and benefit of all present and future Holders of the Class P Certificates and
(ii) the portion of those assets consisting of The Shoppes on Shugart Shopping
Center Yield Supplement Amount for the exclusive use and benefit of all present
and future Holders of the Class IO Certificates. Concurrently with the
assignment to it of the Grantor Trust Assets, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, to or upon the order of
the Depositor, the Class P Certificates and the Class IO Certificates (other
than the portions thereof evidencing regular interests in the Upper-Tier REMIC)
in authorized denominations, each evidencing, among other things, in the
aggregate, the entire beneficial ownership of the related portion of the Grantor
Trust. The rights of Holders of the Class P Certificates and the Class IO
Certificates, to receive distributions from the proceeds of the Grantor Trust
Assets, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement. The Class P Certificates
and the Class IO Certificates shall evidence the entire beneficial ownership of
the Grantor Trust.

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            Section 3.01 Administration of the Mortgage Loans.

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

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

            (b) Subject to Section 3.01(a) and Section 6.11 (taking account of
Section 6.11(b)), the Master Servicer and the Special Servicer shall each have
full power and authority, acting alone or through sub-servicers, to do or cause
to be done any and all things in connection with the servicing and
administration contemplated by Section 3.01(a) that it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master
Servicer and the Special Servicer, in its own name, with respect to each of the
Serviced Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders and the Trustee and the Companion Loan Noteholders or any of
them, (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) in accordance with the Servicing Standard
and subject to Section 3.21 and Section 6.11 (taking account of Section
6.11(b)), any and all modifications, extensions, waivers, amendments or consents
to or with respect to any documents contained in the related Mortgage File;
(iii) any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge or of assignment, and all other comparable
instruments; and (iv) any and all instruments that such party may be required to
execute on behalf of the Trustee in connection with the defeasance of a Serviced
Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee
shall, at the written request of the Master Servicer or the Special Servicer,
promptly execute any limited powers of attorney and other documents furnished by
the Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name or
the Trustee's name on behalf of the Certificateholders, without indicating the
Master Servicer's or Special Servicer's, as applicable, representative capacity;
or (ii) take any action with the intent to cause, and that actually causes, the
Trustee to be registered to do business in any state.

            (c) The parties hereto acknowledge that the Loan Combinations are
subject to the terms and conditions of the applicable Co-Lender Agreement. The
parties hereto further recognize the respective rights and obligations of the
Loan Combination Trust Mortgage Loan holder, the Pari Passu Companion Loan
holder, the Subordinate Companion Loan Noteholder or the Class AMP-E
Representative under the applicable Co-Lender Agreement, including with respect
to (i) the allocation of collections on or in respect of the Loan Combinations
in accordance with the applicable Co-Lender Agreement, (ii) the making of
payments to the Loan Combination Trust Mortgage Loan holder, the Pari Passu
Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance
with the applicable Co-Lender Agreement, (iii) the purchase of the Loan
Combination Trust Mortgage Loans by the related Subordinate Companion Loan
Noteholders and/or, in the case of the Ala Moana Portfolio Loan Combination, the
Class AMP-E Majority Holder or their designees in accordance with the applicable
Co-Lender Agreement, and, if applicable, other related Companion Loan
Noteholders under the applicable Lead PSA, (iv) in the case where a Companion
Loan Noteholder is the Directing Holder, the right of such Directing Holder to
cure a default of the related Mortgagor in accordance with the applicable
Co-Lender Agreement or (v) in the case of the Ala Moana Portfolio Loan
Combination, the right of the Class AMP-E Representative to exercise any rights
and/or purchase options to which the holder of the Ala Moana Portfolio
Non-Pooled Trust Loan is entitled pursuant to the applicable Co-Lender Agreement
or, if the holder of the Ala Moana Portfolio Non-Pooled Trust Loan is the
related Loan Combination Directing Holder, the right to direct and/or replace
the special servicer of the Ala Moana Portfolio Loan Combination.

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

            (d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and the Companion Loan Noteholders under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.

            Section 3.02 Collection of Loan Payments.

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

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

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

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

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

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

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

            (a) The Master Servicer shall establish and maintain one or more
separate accounts (collectively, the "Pool Custodial Account"), in which the
amounts described in clauses (i) through (ix) below (which shall not include any
amounts allocable to the Companion Loans or the Ala Moana Portfolio Non-Pooled
Trust Loan) shall be deposited and held on behalf of the Trustee in trust for
the benefit of the Certificateholders and the Trustee as the Holder of the
Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests. The
Pool Custodial Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Pool Custodial Account, within one
Business Day of receipt (in the case of payments by Mortgagors or other
collections on the Mortgage Loans other than the Ala Moana Portfolio Non-Pooled
Trust Loan) or as otherwise required hereunder, the following payments and
collections received or made by the Master Servicer or on its behalf subsequent
to the Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans due and payable on or before the Cut-off Date, which amounts
shall be delivered promptly to the Depositor or its designee, with negotiable
instruments endorsed as necessary and appropriate without recourse, and other
than amounts required to be deposited in the Defeasance Deposit Account), or
payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:

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

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

            (iii) all Prepayment Premiums, Yield Maintenance Charges, The
      Shoppes on Shugart Shopping Center Yield Supplement Amount and late
      payment charges received in respect of any Serviced Loan;

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

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

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

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

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

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

provided that any amounts described in clauses (i) through (iv) and (vi) through
(viii) above that relate to any Serviced Loan Combination or any related REO
Property (other than Liquidation Proceeds derived from the sale of the Pooled
Mortgage Loans to or through the Companion Loan Noteholders (or, in the case of
the Ala Moana Portfolio Pooled Trust Loan, to or through the Class AMP-E
Majority Holder and/or the Holders of the Ala Moana Subordinate Companion Loans)
pursuant to the Co-Lender Agreement or as a Specially Serviced Mortgage Loan
pursuant to Section 3.19 or the repurchase of a Pooled Mortgage Loan by a
Mortgage Loan Seller) shall be deposited in the applicable Loan Combination
Custodial Account, and, in any such case, shall thereafter be transferred to the
Pool Custodial Account (except in the case of amounts relating to the Ala Moana
Non-Pooled Trust Loan, which shall be transferred to the Class AMP-E
Sub-Account).

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

            Upon receipt of any of the amounts described in clauses (i) through
(iv) and (vi) through (viii) above with respect to any Mortgage Loan (other than
any Mortgage Loan that is part of a Serviced Loan Combination), the Special
Servicer shall promptly, but in no event later than two (2) Business Days after
receipt, remit such amounts to the Master Servicer for deposit into the Pool
Custodial Account in accordance with the second preceding paragraph, unless the
Special Servicer determines, consistent with the Servicing Standard, that a
particular item should not be deposited because of a restrictive endorsement or
other appropriate reason. With respect to any such amounts paid by check to the
order of the Special Servicer, the Special Servicer shall endorse such check to
the order of the Master Servicer, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to a
Serviced REO Property (other than an REO Property that relates to a Serviced
Loan Combination) shall be deposited by the Special Servicer into the Pool REO
Account and thereafter remitted to the Master Servicer for deposit into the Pool
Custodial Account as and to the extent provided in Section 3.17(c).

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

            (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") to be held in trust for the
benefit of the Certificateholders. Each account that constitutes the
Distribution Account shall be an Eligible Account. The Distribution Account
shall be deemed to consist of eight separate sub-accounts, which shall be
established and maintained on a book-entry basis: a Loan REMIC Distribution
Account with respect to each Loan REMIC Loan, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Class P Sub-Account, the Class
AMP-E Sub-Account, the Class AMP-E Interest Reserve Account and the Interest
Reserve Account. The Class AMP-E Sub-Account and the Class AMP-E Interest
Reserve Account shall be deemed to be held in trust for the benefit of the
Holders of the Class AMP-E Certificates. The Master Servicer shall deliver from
the Pooled Custodial Account to the Trustee each month on or before the Master
Servicer Remittance Date, for deposit in the respective Loan REMIC Distribution
Account with respect to the related Loan REMIC, and otherwise in the Lower-Tier
Distribution Account or, in the case of the Post-ARD Additional Interest, in the
Class P Sub-Account, an aggregate amount of immediately available funds equal to
the Master Servicer Remittance Amount for such Master Servicer Remittance Date,
together with, in the case of the final Distribution Date, any additional
amounts contemplated by the second paragraph of Section 9.01. The Master
Servicer shall deliver from the Class AMP-E Custodial Account to the Trustee
each month on or before the Master Servicer Remittance Date therein, for deposit
in the Class AMP-E Sub-Account, an aggregate amount of immediately available
funds equal to the Master Servicer Class AMP-E Remittance Amount for such Master
Servicer Remittance Date, together with, in the case of the final Distribution
Date, any additional amounts with respect to the Ala Moana Portfolio Non-Pooled
Trust Loan contemplated by the second paragraph of Section 9.01.

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

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

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

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

            In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee (without duplication) for deposit in the Class
AMP-E Sub-Account any amounts required to be deposited by the Master Servicer
pursuant to Section 3.20(a) in connection with Prepayment Interest Shortfalls on
the Ala Moana Portfolio Non-Pooled Trust Loan.

            The Trustee shall, upon receipt, deposit in the applicable Loan
REMIC Distribution Account, the Lower-Tier Distribution Account or the Class
AMP-E Sub-Account, as applicable, any and all amounts received by the Trustee
that are required by the terms of this Agreement to be deposited therein.

            Promptly on each Distribution Date, the Trustee shall be deemed to
(i) withdraw from the applicable Loan REMIC Distribution Account and deposit in
the Lower-Tier Distribution Account the amounts distributable in respect of the
related Loan REMIC Regular Interest pursuant to Section 4.01(k) and (ii)
withdraw from the Lower-Tier Distribution Account and the Class AMP-E
Sub-Account and deposit in the Upper-Tier Distribution Account an aggregate
amount of immediately available funds equal to the Lower-Tier Distribution
Amount, the Available AMP-E Distribution Amount and the amount of any Net
Prepayment Consideration for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(i) and
4.01(j), respectively.

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

            On the Master Servicer Remittance Date in March of each year
(commencing in March 2007), the Trustee shall transfer from the Interest Reserve
Account or the Class AMP-E Interest Reserve Account, as applicable, to the
applicable Loan REMIC Distribution Account with respect to the related Loan
REMIC Loan, and otherwise to the Lower-Tier Distribution Account and the Class
AMP-E Sub-Account, as applicable, all Interest Reserve Amounts or Class AMP-E
Interest Reserve Amounts, as applicable, then on deposit in the Interest Reserve
Account or the Class AMP-E Interest Reserve Account, as applicable, with respect
to the Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage
Loans or the Ala Moana Portfolio Non-Pooled Trust Loan and any related REO
Mortgage Loan, as applicable.

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

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

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

            Notwithstanding that the Class AMP-E Interest Reserve Account, the
Class AMP-E Sub-Account, the Class P Sub-Account, each Loan REMIC Distribution
Account, the Lower-Tier Distribution Account and the Upper-Tier Distribution
Account may be sub-accounts of the Distribution Account for reasons of
administrative convenience, the Interest Reserve Account, the Class AMP-E
Interest Reserve Account, the Class AMP-E Sub-Account, the Class P Sub-Account,
each Loan REMIC Distribution Account, the Lower-Tier Distribution Account and
the Upper-Tier Distribution Account shall, for all purposes of this Agreement
(including the obligations and responsibilities of the Trustee hereunder), be
considered to be and shall be required to be treated as, separate and distinct
accounts. The provisions of this paragraph shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

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

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

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

            Section 3.04A Loan Combination Custodial Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 3.04B Class AMP-E Custodial Account.

            (a) The Master Servicer shall establish and maintain, with respect
to the Ala Moana Portfolio Non-Pooled Trust Loan, one or more sub-accounts of a
single account (the "Class AMP-E Custodial Account") in which the amounts
described in clauses (i) through (ix) below shall be deposited and held in trust
for the benefit of the Class AMP-E Certificateholders, as their interests may
appear; provided that the Class AMP-E Custodial Account may be a sub-account of
another Custodial Account. The Class AMP-E Custodial Account shall be an
Eligible Account or a subaccount of an Eligible Account. The Master Servicer
shall deposit or cause to be deposited in the Class AMP-E Custodial Account,
within one Business Day of receipt (in the case of payments or other collections
on the Ala Moana Portfolio Non-Pooled Trust Loan) the following payments and
collections received or made by the Master Servicer or on its behalf with
respect to the Ala Moana Portfolio Non-Pooled Trust Loan subsequent to the
Cut-off Date:

            (i) all payments on account of principal of the Ala Moana Portfolio
      Non-Pooled Trust Loan received from the CD 2006-CD3 Master Servicer;

            (ii) all payments on account of interest on the Ala Moana Portfolio
      Non-Pooled Trust Loan received from the CD 2006-CD3 Master Servicer;

            (iii) all Prepayment Premiums, Yield Maintenance Charges and/or late
      payment charges received in respect of the Ala Moana Portfolio Non-Pooled
      Trust Loan received from the CD 2006-CD3 Master Servicer;

            (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
      Proceeds with respect to the Ala Moana Portfolio Non-Pooled Trust Loan
      received from the CD 2006-CD3 Master Servicer;

            (v) any other amounts with respect to the Ala Moana Portfolio
      Non-Pooled Trust Loan received from the CD 2006-CD3 Master Servicer; and

            (vi) any P&I Advances required to be made by the Master Servicer
      with respect to the Ala Moana Portfolio Non-Pooled Trust Loan in
      accordance with Section 4.03A.

            The foregoing requirements for deposit in the Class AMP-E Custodial
Account shall be exclusive. If the Master Servicer shall deposit into the Class
AMP-E Custodial Account any amount not required to be deposited therein, it may
at any time withdraw such amount from such Class AMP-E Custodial Account, any
provision herein to the contrary notwithstanding. The Class AMP-E Custodial
Account shall be maintained as a segregated account, separate and apart from
trust funds created for mortgage-backed securities of other series and the other
accounts of the Master Servicer.

            (b) The Master Servicer shall give written notice to the Trustee,
the Class AMP-E Certificateholders and the Special Servicer of the location of
the Class AMP-E Custodial Account when first established and of the new location
of the Class AMP-E Custodial Account prior to any change thereof.

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

            (a) The Master Servicer may, from time to time, make withdrawals
from the Pool Custodial Account (with respect to (1) such amounts related to any
Loan other than the Ala Moana Portfolio Non-Pooled Trust Loan and (2) if
specifically provided for in this Section 3.05(a), such amounts related to the
Ala Moana Portfolio Non-Pooled Trust Loan) or the Class AMP-E Custodial Account
(with respect to such amounts relating solely to or reasonably allocable to the
Ala Moana Portfolio Non-Pooled Trust Loan) for any of the following purposes
(the order set forth below not constituting an order of priority for such
withdrawals):

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

            (ii) to reimburse the Trustee and itself, in that order, for
      unreimbursed P&I Advances made thereby with respect to the Mortgage Pool
      or the Ala Moana Portfolio Non-Pooled Trust Loan, as applicable (excluding
      any P&I Advances made with respect to any Mortgage Loan that is part of a
      Serviced Loan Combination), the Trustee's and Master Servicer's, as the
      case may be, respective rights to reimbursement pursuant to this clause
      (ii) with respect to any such P&I Advance being limited to amounts on
      deposit in the Pool Custodial Account or Class AMP-E Custodial Account, as
      applicable, that represent Late Collections of interest and principal (net
      of the related Master Servicing Fees and any related Workout Fees or
      Liquidation Fees) received in respect of the particular Mortgage Loan or
      REO Mortgage Loan as to which such P&I Advance was made; provided,
      however, that if any P&I Advance that was made with respect to the
      Mortgage Pool (including any Mortgage Loans that are part of a Serviced
      Loan Combination and any related REO Loans) or the Ala Moana Non-Pooled
      Trust Loan becomes a Workout-Delayed Reimbursement Amount, then such P&I
      Advance shall thereafter be reimbursed from the portion of general
      collections and recoveries on or in respect of all of the Mortgage Loans
      and REO Properties on deposit in the Pool Custodial Account from time to
      time that represent collections or recoveries of principal to the extent
      provided in clause (vii) below until such Advance becomes a Nonrecoverable
      Advance;

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

            (iv) to pay to the Special Servicer, out of general collections on
      the Mortgage Pool on deposit in the Pool Custodial Account or the Ala
      Moana Portfolio Non-Pooled Trust Loan, out of collections with respect to
      the Ala Moana Portfolio Non-Pooled Trust Loan on deposit in the Class
      AMP-E Custodial Account, as applicable, earned and unpaid Special
      Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO
      Mortgage Loan (including the Loan Combination Trust Mortgage Loans and/or
      any related REO Mortgage Loans, to the extent not paid from the related
      Loan Combination Custodial Account pursuant to Section 3.05A);

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

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

            (vii) to reimburse the Trustee, itself and the Special Servicer, in
      that order, out of general collections on the Mortgage Pool on deposit in
      the Pool Custodial Account, first from such amounts that are allocated to
      the Sub Pool to which the subject Loan belongs and second from any other
      amounts on deposit in the Pool Custodial Account or collections on the Ala
      Moana Portfolio Non-Pooled Trust Loan on deposit in the Class AMP-E
      Custodial Account, as applicable, for (1)(a) any unreimbursed Advances
      (including, without limitation, Advances on the Ala Moana Non-Pooled Trust
      Loan) that have been or are determined to be Nonrecoverable Advances and
      (b) with respect to the Ala Moana Portfolio Loan Combination, the ShopKo
      Portfolio Loan Combination, the 311 South Wacker Loan Combination and the
      Fortress/Ryan's Portfolio Loan Combination, to reimburse the CD 2006-CD3
      Trustee, CGCMT 2006-C4 Trustee, WBCMT 2006-C28 Trustee or COMM 2006-C8
      Trustee, as applicable, the CD 2006-CD3 Master Servicer, CGCMT 2006-C4
      Master Servicer, WBCMT 2006-C28 Master Servicer or COMM 2006-C8 Master
      Servicer, as applicable and the CD 2006-CD3 Special Servicer, CGCMT
      2006-C4 Special Servicer, WBCMT 2006-C28 Special Servicer or COMM 2006-C8
      Special Servicer, as applicable, in that order, for any unreimbursed
      servicing advances made by any such party pursuant to the CD 2006-CD3 PSA,
      CGCMT 2006-C4 PSA, WBCMT 2006-C28 PSA or COMM 2006-C8 PSA, as applicable,
      in respect of such Loan Combination that have been or are determined to be
      nonrecoverable advances pursuant to the terms of the CD 2006-CD3 PSA,
      CGCMT 2006-C4 PSA, WBCMT 2006-C28 PSA or COMM 2006-C8 PSA, as applicable
      (up to, with respect to servicing advances, the corresponding Loan
      Combination Trust Mortgage Loan's proportionate share of such advance, or
      if such amount, together with amounts available in the trust fund created
      under the CD 2006-CD3 PSA, CGCMT 2006-C4 PSA, WBCMT 2006-C28 PSA or COMM
      2006-C8 PSA, as applicable, is insufficient to reimburse the party that
      made such advance, then up to the full amount of such advance) and (2) for
      any Workout-Delayed Reimbursement Amounts (including without limitation,
      Workout-Delayed Reimbursement Amounts on the Ala Moana Non-Pooled Trust
      Loan), such reimbursement to be made out of the principal portion of the
      general collections on the Mortgage Loans and REO Properties, net of such
      amounts being reimbursed pursuant to clause (1) above, until such
      Workout-Delayed Reimbursement Amount becomes a Nonrecoverable Advance, in
      which event it shall be reimbursable pursuant to clause (1) above;
      provided that the amounts referred to in clause (1) above may be withdrawn
      over time in accordance with Section 3.05(e);

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

            (ix) to pay, out of general collections on the Mortgage Pool on
      deposit in the Pool Custodial Account, (i) the Trustee, itself and the
      Special Servicer, if applicable, in that order, any interest accrued and
      payable in accordance with Section 3.12(b), 4.03(d) or 4.03A, as
      applicable, on any Advance (including any Advance that constitutes a
      Workout-Delayed Reimbursement Amount) made thereby with respect to the
      Mortgage Pool or the Ala Moana Non-Pooled Trust Loan or (ii) to the Lead
      Trustees, the Lead Master Servicers and the Lead Special Servicers, any
      interest accrued on the amount of any servicing advance or, if applicable
      principal and interest advance made by the CD 2006-CD3 Trustee, CGCMT
      2006-C4 Trustee, WBCMT 2006-C28 Trustee or COMM 2006-C8 Trustee, as
      applicable, the CD 2006-CD3 Master Servicer, CGCMT 2006-C4 Master
      Servicer, WBCMT 2006-C28 Master Servicer or COMM 2006-C8 Master Servicer,
      as applicable and the CD 2006-CD3 Special Servicer, CGCMT 2006-C4 Special
      Servicer, WBCMT 2006-C28 Special Servicer or COMM 2006-C8 Special
      Servicer, as applicable, with respect to the Ala Moana Portfolio Loan
      Combination, the ShopKo Portfolio Loan Combination, the 311 South Wacker
      Loan Combination and the Fortress/Ryan's Portfolio Loan Combination,
      allocable to the Ala Moana Portfolio Trust Loans, the ShopKo Portfolio
      Trust Loan, the 311 South Wacker Trust Loan or the Fortress/Ryan's
      Portfolio Trust Loan, as applicable, but only to the extent that such
      Advance has been reimbursed and the interest thereon is not otherwise
      payable as contemplated by the immediately preceding clause (viii) or
      Section 3.05A, as applicable;

            (x) to pay, out of amounts on deposit in the Pool Custodial Account
      or Class AMP-E Custodial Account, as applicable, that represent Default
      Charges collected on or in respect of the related Mortgage Loan and not
      otherwise applied as contemplated by clause (viii) above, any unpaid
      expense (other than interest accrued on Advances, which is payable
      pursuant to clause (viii) above, and other than Special Servicing Fees,
      Liquidation Fees and Workout Fees) incurred with respect to any Mortgage
      Loan or REO Mortgage Loan that, if paid from a source other than Default
      Charges, would constitute an Additional Trust Fund Expense, as and to the
      extent contemplated by Sections 3.27(a) and (b);

            (xi) to pay, out of general collections on the Mortgage Pool on
      deposit in the Pool Custodial Account or, if related to the Ala Moana
      Portfolio Non-Pooled Trust Loan, out of collections thereon on deposit in
      the Class AMP-E Custodial Account, (A) costs and expenses incurred by the
      Trust Fund pursuant to Section 3.09(b) (other than the costs of
      environmental testing, which are to be covered by, and reimbursable as, a
      Servicing Advance), (B) the cost of an independent appraiser or other
      expert in real estate matters retained pursuant to Sections 3.12(d),
      3.19(g), or 4.03(c), and (C) the fees of any Independent Contractor
      retained with respect to any related REO Property pursuant to Section
      3.18(d) (to the extent that it has not paid itself such fees prior to
      remitting collections on such REO Property to the Special Servicer);
      provided that, in the case of a Mortgaged Property with respect to a
      Serviced Loan Combination, any payment pursuant to this clause (xi) is to
      be made only to the extent that it would not ultimately be payable out of
      collections on or in respect of the related Serviced Loan Combination;

            (xii) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(a), (A) interest and investment income earned
      in respect of amounts held in the Pool Custodial Account or Class AMP-E
      Custodial Account as provided in Section 3.06(b), but only to the extent
      of the Net Investment Earnings with respect to the Pool Custodial Account
      or Class AMP-E Custodial Account, as applicable, for any Collection
      Period, (B) Prepayment Interest Excesses collected on the Mortgage Pool
      (exclusive of the Serviced Loan Combination Trust Mortgage Loans) and (C)
      Net Default Charges (after application pursuant to Sections 3.27(a) and
      (b)) actually collected that accrued in respect of Mortgage Loans (other
      than the Serviced Loan Combination Trust Mortgage Loans) that are not
      Specially Serviced Mortgage Loans, and to pay the Special Servicer, as
      additional special servicing compensation in accordance with Section
      3.11(c), Net Default Charges (after application pursuant to Sections
      3.27(a) and (b)) actually collected that accrued in respect of Specially
      Serviced Mortgage Loans and REO Mortgage Loans (other than the Serviced
      Loan Combination Trust Mortgage Loans and/or any related REO Mortgage
      Loans);

            (xiii) to pay itself, the Special Servicer, the Depositor, or any of
      their respective members, managers, directors, officers, employees and
      agents, as the case may be, out of general collections on the Mortgage
      Pool (including, without limitation, for amounts related to the Ala Moana
      Non-Pooled Trust Loans) on deposit in the Pool Custodial Account or
      collections on the Ala Moana Portfolio Non-Pooled Trust Loan on deposit in
      the Class AMP-E Custodial Account, any amounts payable to any such Person
      pursuant to Section 6.03; provided that such payment does not related
      solely to the Companion Loans;

            (xiv) to pay, out of general collections on the Mortgage Pool on
      deposit in the Pool Custodial Account or collections on the Ala Moana
      Portfolio Non-Pooled Trust Loan on deposit in the Class AMP-E Custodial
      Account, for (A) the cost of the Opinion of Counsel contemplated by
      Section 12.02(a), (B) the cost of an Opinion of Counsel contemplated by
      Section 12.01(a) or 12.01(c) in connection with any amendment to this
      Agreement requested by the Master Servicer or the Special Servicer that
      protects or is in furtherance of the rights and interests of
      Certificateholders, and (C) the cost of recording this Agreement in
      accordance with Section 12.02(a);

            (xv) to pay itself, the Special Servicer, any Controlling Class
      Certificateholder or any other Person, as the case may be, with respect to
      each Mortgage Loan, if any, previously purchased by such Person pursuant
      to this Agreement, all amounts received thereon subsequent to the date of
      purchase that have been deposited in the Pool Custodial Account or the
      Class AMP-E Custodial Account, as applicable;

            (xvi) to pay, in accordance with Section 3.12(e), out of general
      collections on the Mortgage Pool on deposit in the Pool Custodial Account,
      any servicing expenses, that would, if advanced, constitute Nonrecoverable
      Servicing Advances (including servicing expenses that relate to, and are
      allocable to, any related REO Loan, but excluding servicing expenses that
      relate solely to the Companion Loans or any related REO Loans), to the
      extent no funds are available therefor in the related Loan Combination
      Custodial Account;

            (xvii) on each Master Servicer Remittance Date, to transfer Excess
      Liquidation Proceeds in respect of the Mortgage Pool or Ala Moana
      Portfolio Non-Pooled Trust Loan to the Trustee, for deposit in the Excess
      Liquidation Proceeds Account, in accordance with Section 3.04(d);

            (xviii) to pay any other amounts due the Lead Master Servicer or
      Lead Special Servicer, as applicable under a Lead PSA to the extent
      required under the related Co-Lender Agreement;

            (xix) to remit the Post-ARD Additional Interest to the Trustee for
      deposit in the Class P Sub-Account pursuant to Section 3.04(f); and

            (xx) to clear and terminate the Pool Custodial Account and the Class
      AMP-E Custodial Account at the termination of this Agreement pursuant to
      Section 9.01.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Pool Custodial Account pursuant to clauses (ii) through
(xix) above and such expenses shall be allocable to the related Loan REMIC or
the Lower-Tier REMIC, as applicable, provided, that the Master Servicing Fee
with respect to the Loan REMIC Loans shall be allocable to the Lower-Tier REMIC.

            The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) or the Trustee from
the Pool Custodial Account or, if related to the Ala Moana Portfolio Non-Pooled
Trust Loan, the Class AMP-E Custodial Account, amounts permitted to be paid to
the Special Servicer (or to any such third party contractor) or the Trustee
therefrom promptly upon receipt of a written statement of a Servicing Officer of
the Special Servicer or of a Responsible Officer of the Trustee describing the
item and amount to which the Special Servicer (or such third party contractor)
or the Trustee, as applicable, is entitled (unless such payment to the Special
Servicer or the Trustee (for example, the Trustee Fee), as the case may be, is
clearly required pursuant to this Agreement, in which case a written statement
is not required). The Master Servicer may rely conclusively on any such written
statement and shall have no duty to re-calculate the amounts stated therein.
With respect to any reimbursement to be made hereunder to the CD 2006-CD3
Trustee, CGCMT 2006-C4 Trustee, WBCMT 2006-C28 Trustee or COMM 2006-C8 Trustee,
as applicable, the CD 2006-CD3 Master Servicer, CGCMT 2006-C4 Master Servicer,
WBCMT 2006-C28 Master Servicer or COMM 2006-C8 Master Servicer, as applicable
and the CD 2006-CD3 Special Servicer, CGCMT 2006-C4 Special Servicer, WBCMT
2006-C28 Special Servicer or COMM 2006-C8 Special Servicer, as applicable, in
respect of any servicing advance made by such parties subsequently determined to
be non-recoverable pursuant to the terms of the CD 2006-CD3 PSA, the COMM
2006-C8 PSA, the CGCMT 2006-C4 PSA or the WBCMT 2006-C28 PSA, as applicable, the
Master Servicer may conclusively rely on a written statement from such party
delivered to the Master Servicer that such advance made is nonrecoverable under
the terms of the CD 2006-CD3 PSA, the COMM 2006-C8 PSA, the CGCMT 2006-C4 PSA or
the WBCMT 2006-C28 PSA, as applicable.

            The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Mortgage Loan and REO Property, on a loan-by-loan basis,
for the purpose of justifying any request for withdrawal from the Pool Custodial
Account, and such expenses shall be allocable to the related Loan REMIC or the
Lower-Tier REMIC, as applicable. With respect to each Mortgage Loan for which it
makes an Advance, the Trustee shall keep and maintain separate accounting, on a
loan-by-loan basis, for the purpose of justifying any request for withdrawal
from the Pool Custodial Account or Class AMP-E Custodial Account for
reimbursements of Advances or interest thereon.

            (b) Promptly on each Distribution Date, the Trustee shall be deemed
to (i) withdraw from the applicable Loan REMIC Distribution Account and deposit
in the Lower-Tier Distribution Account the amounts distributable in respect of
the related Loan REMIC Regular Interest pursuant to Section 4.01(k) and (ii)
withdraw from the Lower-Tier Distribution Account and deposit in the Upper-Tier
Distribution Account an aggregate amount of immediately available funds equal to
the Lower-Tier Distribution Amount, the Available AMP-E Distribution Amount and
the amount of any Net Prepayment Consideration for such Distribution Date
allocated in payment of the Uncertificated Lower-Tier Interests as specified in
Sections 4.01(i) and 4.01(j), respectively. The Trustee may, from time to time,
make withdrawals from the Distribution Account (which in the case of clauses
(ii) through (vii) shall be deemed to have been withdrawn from the Lower-Tier
Distribution Account) for any of the following purposes (in no particular order
of priority); provided, that no withdrawals under clauses (ii) through (v) below
shall be deemed to be made from the Class AMP-E Sub-Account unless such
withdrawal is solely related to the Ala Moana Portfolio Non-Pooled Trust Loan,
and any withdrawals that relate to the Ala Moana Portfolio Non-Pooled Trust Loan
pursuant to such clauses shall be made first from the Class AMP-E Sub-Account
and then, to the extent not available therein, the remainder of the Lower-Tier
Distribution Account:

            (i) to make distributions to Certificateholders from the applicable
      sub-account on each Distribution Date pursuant to Section 4.01 or 9.01, as
      applicable;

            (ii) to pay (A) the Trustee or any of its respective directors,
      officers, employees and agents, as the case may be, out of general
      collections on the Mortgage Loans on deposit in the Distribution Account,
      any amounts payable or reimbursable to any such Person pursuant to Section
      7.01(b) and/or Section 8.05, as applicable, and (B) as and when
      contemplated by Section 8.08, the cost of the Trustee's transferring
      Mortgage Files and other documents to a successor after being terminated
      by Certificateholders pursuant to Section 8.07(c) without cause to pay, 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;

            (iii) to pay, out of general collections on the Mortgage Loans on
      deposit in the Distribution Account, for the cost of the Opinions of
      Counsel sought by the Trustee or the Tax Administrator (A) as provided in
      clause (iv) of the definition of "Disqualified Organization," (B) as
      contemplated by Section 10.01(i), or (C) as contemplated by Section
      12.01(a) or 12.01(c) in connection with any amendment to this Agreement
      requested by the Trustee which amendment is in furtherance of the rights
      and interests of Certificateholders;

            (iv) to pay, out of general collections on the Mortgage Loans on
      deposit in the Distribution Account, any and all federal, state and local
      taxes imposed on the REMIC Pools or on the assets or transactions of the
      REMIC Pools, together with all incidental costs and expenses, to the
      extent none of the Trustee, the Tax Administrator, the Master Servicer or
      the Special Servicer is liable therefor pursuant to Section 10.01(j);

            (v) to pay the Tax Administrator, out of general collections on the
      Mortgage Loans on deposit in the Distribution Account, any amounts
      reimbursable to it pursuant to Section 10.01(f);

            (vi) to pay the Master Servicer any amounts deposited by the Master
      Servicer in the Distribution Account in error;

            (vii) to transfer Interest Reserve Amounts in respect of the
      Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage
      Loans from the Distribution Account to the Interest Reserve Account as and
      when required by Section 3.04(c); and

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

            On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (vii) above from the Distribution Account (which will be deemed to be
withdrawn from the Lower-Tier Distribution Account, or in the case of clauses
(iv), (vi) or (vii), from the related Loan REMIC Distribution Account, if
applicable) prior to making distributions to Certificateholders on such
Distribution Date.

            (c) On each Master Servicer Remittance Date in March (commencing in
March 2007 (or February, if the related Distribution Date is the Final
Distribution Date)), the Trustee shall withdraw from the Interest Reserve
Account and deposit in the related Loan REMIC Distribution Account or the
Lower-Tier Distribution Account, as applicable, all Interest Reserve Amounts
that have been deposited in the Interest Reserve Account in respect of the
Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
during February and/or January, as applicable, of the same year in accordance
with Section 3.04(c).

            (d) On each Master Servicer Remittance Date, the Trustee shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Lower-Tier Distribution Account, for distribution on the following Distribution
Date, an amount equal to the lesser of (i) the entire amount, if any, then on
deposit in the Excess Liquidation Proceeds Account and (ii) the excess, if any,
of the aggregate amount distributable with respect to the Regular Interest
Certificates on such Distribution Date pursuant to Sections 4.01(a) and 4.01(b),
over the Available Distribution Amount for such Distribution Date (calculated
without regard to such transfer from the Excess Liquidation Proceeds Account to
the Distribution Account); provided that on the Master Servicer Remittance Date
immediately prior to the Final Distribution Date, the Trustee shall withdraw
from the Excess Liquidation Proceeds Account and deposit in the Lower-Tier
Distribution Account, for distribution on such Distribution Date, any and all
amounts then on deposit in the Excess Liquidation Proceeds Account.

            (e) Notwithstanding anything to the contrary contained herein, upon
a determination that a previously made Advance is a Nonrecoverable Advance,
instead of obtaining reimbursement out of general collections on the Mortgage
Pool on deposit in the Pool Custodial Account immediately as contemplated by
Section 3.05(a)(vii), the Master Servicer, the Special Servicer or the Trustee,
as applicable, may, in its sole discretion, elect to obtain reimbursement for
such Nonrecoverable Advance over time and the unreimbursed portion of such
Advance will accrue interest at the Prime Rate. At any time after such a
determination to obtain reimbursement over time (not to exceed a period longer
than twelve (12) months), the Master Servicer, the Special Servicer or the
Trustee, as applicable, may, in its sole discretion, decide to obtain
reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Advances over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not constitute a
violation of the Servicing Standard by the Master Servicer or the Special
Servicer or be deemed a breach of any fiduciary duty of the Trustee to
Certificateholders by the Trustee, or a breach of a contractual obligation by
the Master Servicer, the Special Servicer or the Trustee. The Master Servicer's,
the Special Servicer's or the Trustee's agreement to defer reimbursements of
Nonrecoverable Advances as set forth in this Section 3.05(e) is an accommodation
to the Certificateholders and is not to be construed as on obligation on the
part of the Master Servicer, the Special Servicer or the Trustee or a right of
the Certificateholders.

            To the extent a Nonrecoverable Advance with respect to a Mortgage
Loan is required to be reimbursed from general collections on the Mortgage Loans
pursuant to clauses (vi) or (vii) of Section 3.05(a), such reimbursement shall
be allocated first, to the principal portion of the general collections
available on the Mortgage Loans. To the extent a Workout-Delayed Reimbursement
Amount is reimbursed pursuant to clause (vii) of Section 3.05(a), such
reimbursement shall be limited to an amount equal to, and be allocable solely
to, principal collections available on the Mortgage Loans, net of amounts paid
pursuant to the previous sentence until it becomes a Nonrecoverable Advance.

            The Master Servicer shall give each Rating Agency at least fifteen
(15) days' notice prior to any reimbursement to it of Nonrecoverable Advances
from amounts in the Pool Custodial Account allocable to interest on the Mortgage
Loans unless (1) the Master Servicer determines in its sole discretion that
waiting fifteen (15) days after such a notice could jeopardize the Master
Servicer's ability to recover Nonrecoverable Advances, (2) changed circumstances
or new or different information becomes known to the Master Servicer that could
affect or cause a determination of whether any Advance is a Nonrecoverable
Advance, whether to defer reimbursement of a Nonrecoverable Advance or the
determination in clause (1) above, or (3) the Master Servicer has not timely
received from the Trustee information requested by the Master Servicer to
consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer
shall give each Rating Agency notice of an anticipated reimbursement to it of
Nonrecoverable Advances from amounts in any Custodial Account allocable to
interest on the Mortgage Loans as soon as reasonably practicable in such
circumstances. The Master Servicer shall have no liability for any loss,
liability or expense resulting from any notice provided to each Rating Agency
contemplated by the immediately preceding sentence.

            In the event that servicing advances on the Ala Moana Portfolio Loan
Combination, the ShopKo Portfolio Loan Combination, the 311 South Wacker Loan
Combination or the Fortress/Ryans' Portfolio Loan Combination have been made
under the CD 2006-CD3 PSA, the COMM 2006-C8 PSA, the CGCMT 2006-C4 PSA or the
WBCMT 2006-C28 PSA, as applicable, by the CD 2006-CD3 Master Servicer, the COMM
2006-C8 Master Servicer, the CGCMT 2006-C4 Master Servicer or the WBCMT 2006-C28
Master Servicer, as applicable, the CD 2006-CD3 Special Servicer, the COMM
2006-C8 Special Servicer, the CGCMT 2006-C4 Special Servicer or the WBCMT
2006-C28 Special Servicer, as applicable or the CD 2006-CD3 Trustee, the COMM
2006-C8 Trustee, the CGCMT 2006-C4 Trustee or the WBCMT 2006-C28 Trustee, as
applicable, and in accordance with the CD 2006-CD3 PSA, the COMM 2006-C8 PSA,
the CGCMT 2006-C4 PSA or the WBCMT 2006-C28 PSA, respectively, 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 CD 2006-CD3 PSA, the
COMM 2006-C8 PSA, the CGCMT 2006-C4 PSA or the WBCMT 2006-C28 PSA, as
applicable, from general collections on all Mortgage Loans in the Pool Custodial
Account (up to the related Mortgage Loan's proportionate share of such servicing
advance, or if such amount together with amounts available from general
collections in the custodial account created under the CD 2006-CD3 PSA, the COMM
2006-C8 PSA, the CGCMT 2006-C4 PSA or the WBCMT 2006-C28 PSA, as applicable, is
insufficient to reimburse the party that made such servicing advance, then up to
the full amount of such servicing advance and interest thereon).

            Section 3.05A. Permitted Withdrawals From the Loan Combination
Custodial Account.

            The Master Servicer may, from time to time, make withdrawals from
the applicable Loan Combination Custodial Account, for any of the following
purposes (the order set forth below not constituting an order of priority for
such withdrawals), such amounts being allocated among the Loans in the Loan
Combination as provided in the related Co-Lender Agreement:

            (i) to make remittances each month on or before the Master Servicer
      Remittance Date therein, in an aggregate amount of immediately available
      funds equal to the applicable Loan Combination Remittance Amount, to the
      Trust (as holder of the Loan Combination Trust Mortgage Loans or any
      related REO Mortgage Loans) and the related Companion Loan Noteholder, in
      accordance with the applicable provisions of the related Co-Lender
      Agreement, as applicable, such remittances to the Trust to be made into
      the Pool Custodial Account;

            (ii) to reimburse, first, the Trustee, and then, itself, in that
      order, for unreimbursed P&I Advances made by such party (with its own
      funds) with respect to the related Loan Combination Trust Mortgage Loan,
      any such party's rights to reimbursement pursuant to this clause (ii) with
      respect to any such P&I Advance being limited to amounts on deposit in the
      applicable Loan Combination Custodial Account that represent late
      collections of interest and principal (net of the related Master Servicing
      Fees and any related Workout Fees or Liquidation Fees) received in respect
      of the particular Loan Combination Trust Mortgage Loan (as allocable
      thereto pursuant to the related Loan documents and the related Co-Lender
      Agreement);

            (iii) to pay to itself earned and unpaid Master Servicing Fees with
      respect to the related Loan Combination (or any successor REO Loans), the
      Master Servicer's respective rights to payment pursuant to this clause
      (iii) with respect to any Loan (or any successor REO Loan) in such Loan
      Combination being limited to amounts on deposit in the related Loan
      Combination Custodial Account that were received on or in respect of such
      Loan (or successor REO Loan) and are allocable as a recovery of interest
      thereon;

            (iv) to reimburse, first, the Trustee, and then, itself, in that
      order, for any unreimbursed P&I Advances made by such party (with its own
      funds) with respect to the related Loan Combination Trust Mortgage Loan
      that such party has determined are Nonrecoverable Advances, such party's
      rights to reimbursement pursuant to this clause (iv) with respect to any
      such P&I Advance being limited to amounts on deposit in the applicable
      Loan Combination Custodial Account that were received in respect of the
      particular Loan Combination Trust Mortgage Loan (as allocable thereto
      pursuant to the related Loan documents and the related Co-Lender
      Agreement), in the Loan Combination as to which such P&I Advance was made;

            (v) to pay to the Special Servicer earned and unpaid Special
      Servicing Fees in respect of the related Loan Combination while any Loan
      in such Loan Combination constitutes a Specially Serviced Mortgage Loan
      and after the Loan Combination Mortgaged Properties become REO Properties;

            (vi) to pay the Special Servicer (or, if applicable, a predecessor
      Special Servicer) earned and unpaid Workout Fees and Liquidation Fees in
      respect of the related Loan Combination, in the amounts and from the
      sources specified in Section 3.11(b);

            (vii) to reimburse first, the Trustee, second, itself and last, the
      Special Servicer, in that order, for any unreimbursed Servicing Advances
      made thereby with respect to the related Loan Combination or any related
      REO Properties, any such party's respective rights to reimbursement
      pursuant to this clause (vii) with respect to any Servicing Advance being
      limited to amounts on deposit in the applicable Loan Combination Custodial
      Account that represent payments made by the related Mortgagor to cover the
      item for which such Servicing Advance was made, and to amounts on deposit
      in the related Loan Combination Custodial Account that represent
      Liquidation Proceeds (net of Liquidation Fees payable therefrom),
      Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues
      received in respect of the related Loan Combination or related Loan
      Combination REO Properties as to which such Servicing Advance was made;

            (viii) to reimburse, first, the Trustee, second, itself and last,
      the Special Servicer, in that order, out of general collections in the
      Loan Combination Custodial Account, for any unreimbursed Servicing
      Advances made thereby with respect to the related Loan Combination or any
      related REO Properties that such party has determined are Nonrecoverable
      Advances, such amounts being allocated among the Loans in the Loan
      Combination as provided in the related Co-Lender Agreement; provided that
      such amounts may be withdrawn over time in accordance with Section
      3.05A(b);

            (ix) to pay first, the Trustee, second, itself and last, the Special
      Servicer, in that order, any interest accrued on any Advance made thereby
      with respect to the Loans in the related Loan Combination or with respect
      to the related Loan Combination Mortgaged Properties, any such party's
      respective right to payment pursuant to this clause (ix) with respect to
      interest on any Advance being permitted to be satisfied (A) first, out of
      any amounts on deposit in the applicable Loan Combination Custodial
      Account that represent Default Charges collected during the same
      Collection Period in which such Advance is reimbursed, as and to the
      extent contemplated by Section 3.27(c), and (B) second, to the extent that
      the Default Charges described in the immediately preceding clause (A) are
      insufficient, but only if such Advance is being reimbursed at the same
      time or if such Advance has been previously reimbursed, out of any amounts
      on deposit in the applicable Loan Combination Custodial Account that
      represent any other collections on or in respect of the related Loan
      Combination;

            (x) to pay for (A) costs and expenses incurred with respect to the
      Loan Combination Mortgaged Properties pursuant to Section 3.09(c) (other
      than the costs of environmental testing, which are to be covered by, and
      reimbursable as, a Servicing Advance), (B) the costs and expenses of
      obtaining appraisals of the Loan Combination Mortgaged Properties pursuant
      to Section 3.12(d) or 4.03A(c), as applicable, and (C) the fees of any
      Independent Contractor retained with respect to any related Loan
      Combination REO Property pursuant to Section 3.18(d) (to the extent that
      it has not paid itself such fees prior to remitting collections on such
      REO Property to the Special Servicer);

            (xi) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(a), (A) interest and investment income earned
      in respect of amounts held in the applicable Loan Combination Custodial
      Account as provided in Section 3.06(b), but only to the extent of the Net
      Investment Earnings with respect to the applicable Loan Combination
      Custodial Account for any Collection Period and (B) Net Default Charges
      (after application pursuant to Section 3.27(c)) actually collected that
      accrued in respect of the Companion Loans during a period that they were
      not Specially Serviced Mortgage Loans and the Loan Combination Mortgaged
      Properties were not REO Properties, and to pay the Special Servicer, as
      additional special servicing compensation in accordance with Section
      3.11(c), Net Default Charges (after application pursuant to Section
      3.27(c)) actually collected that accrued in respect of the Companion Loans
      during a period that they were Specially Serviced Mortgage Loans or the
      Loan Combination Mortgaged Properties were REO Properties;

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

            (xiii) to pay for the cost of recording the Co-Lender Agreement and
      any required opinion of counsel related thereto and, to the extent
      applicable pursuant to Section 12.02, the allocable portion of the cost of
      the Opinion of Counsel contemplated by Section 12.01 or 12.02, in
      connection with any amendment to this Agreement requested by the Master
      Servicer or the Special Servicer that protects or is in furtherance of the
      rights and interests of the Certificateholders;

            (xiv) to pay, in accordance with Section 3.12(e), out of collections
      on the related Loan Combination on deposit in the related Loan Combination
      Custodial Account, any servicing expenses with respect to the related
      Loans, that would, if advanced, constitute Nonrecoverable Servicing
      Advances (provided that servicing expenses that relate solely to a
      Serviced Companion Loan or any related REO Loans will be paid solely from
      funds allocable thereto);

            (xv) to transfer to the Pool Custodial Account all amounts
      representing Default Charges actually collected that accrued in respect of
      the Loan Combination Trust Mortgage Loans or any successor REO Mortgage
      Loans in respect of the Loan Combination Trust Mortgage Loans, to the
      extent such Default Charges were not applied to offset interest on
      Advances pursuant to clause (ix)(B) above (to be applied in accordance
      with Sections 3.27(a) and (b)); and

            (xvi) to clear and terminate the applicable Loan Combination
      Custodial Account at the termination of this Agreement pursuant to Section
      9.01.

            The Master Servicer shall keep and maintain separate accounting
records in connection with each Loan Combination Custodial Account, including
but not limited to, any withdrawal from each Loan Combination Custodial Account,
pursuant to clauses (ii) through (xvi) above.

            The Master Servicer shall pay to each of the Special Servicer (or to
third party contractors at the direction of the Special Servicer) and the
Trustee, as applicable, from the applicable Loan Combination Custodial Account,
amounts permitted to be paid thereto from such account promptly upon receipt of
a written statement of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee, as the case may be, describing the item and
amount to which the Special Servicer (or such third party contractor) or the
Trustee, as the case may be, is entitled (unless such payment to the Special
Servicer or the Trustee, as the case may be, is clearly required pursuant to
this Agreement, in which case a written statement is not required). The Master
Servicer may rely conclusively on any such written statement and shall have no
duty to re-calculate the amounts stated therein. The parties seeking payment
pursuant to this Section shall each keep and maintain separate accounting for
the purpose of justifying any request for withdrawal from each Loan Combination
Custodial Account, on a loan-by-loan basis.

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

            Section 3.06 Investment of Funds in the Servicing Accounts, the
Reserve Accounts, the Defeasance Deposit Account, the Custodial Accounts, the
REO Accounts, the Distribution Account, the Interest Reserve Account and the
Excess Liquidation Proceeds Account.

            (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Defeasance
Deposit Account or a Custodial Account (each, for purposes of this Section 3.06,
an "Investment Account"), the Special Servicer may direct in writing any
depository institution maintaining an REO Account and the Trustee may direct in
writing any depository institution maintaining the Distribution Account, the
Interest Reserve Account or the Excess Liquidation Proceeds Account and all
applicable sub-accounts (also, for purposes of this Section 3.06, an "Investment
Account"), to invest, or if it is such depository institution, may itself
invest, the funds held therein in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, no later
than the Business Day immediately preceding the next succeeding date on which
such funds are required to be withdrawn from such account pursuant to this
Agreement; provided that in the case of any Servicing Account, any Reserve
Account or the Defeasance Deposit Account, such investment direction shall, in
addition, be subject to the related Mortgage Loan documents and applicable law.
All such Permitted Investments shall be held to maturity, unless payable on
demand. Any investment of funds in an Investment Account shall be made in the
name of the Trustee (in its capacity as such) and , in the case of a Permitted
Investment in any Investment Account solely related to a Loan Combination, the
related Companion Loan Noteholders. The Master Servicer (with respect to
Permitted Investments of amounts in the Servicing Accounts, the Reserve
Accounts, the Defeasance Deposit Account and the Custodial Accounts) or the
Special Servicer (with respect to Permitted Investments of amounts in the REO
Accounts), on behalf of the Trustee or the Trustee (with respect to the
Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account) and, in the case of any Investment Account solely related to a
Loan Combination, the related Companion Loan Noteholders, shall (i) be the
"entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is a
"certificated security," "uncertificated security" or "deposit account." For
purposes of this Section 3.06(a), (i) the terms "entitlement holder," "security
entitlement," "control" (except with respect to deposit accounts), "certificated
security" and "uncertificated security" shall have the meanings given such terms
in Revised Article 8 (1994 Revision) of the UCC, and the terms "control" (with
respect to deposit accounts) and "deposit account" shall have the meanings given
such terms in Revised Article 9 (1998 Revision) of the UCC, and (ii) "control"
of any Permitted Investment in any Investment Account by the Master Servicer,
the Special Servicer or the Trustee shall constitute "control" by a Person
designated by, and acting on behalf of, the Trustee and, in the case of any
Investment Account solely related to a Loan Combination, the related Companion
Loan Noteholders, for purposes of Revised Article 8 (1994 Revision) of the UCC
or Revised Article 9 (1998 Revision) of the UCC, as applicable. If amounts on
deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (in the case of the Custodial
Accounts, the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account), the Special Servicer (in the case of the REO Accounts) or the
Trustee (in the case of the Distribution Account, the Interest Reserve Account
and the Excess Liquidation Proceeds 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 at least
      the lesser of (1) all amounts then payable thereunder and (2) the amount
      required to be withdrawn on such date; and

            (y) demand payment of all amounts due thereunder promptly upon
      determination by the Master Servicer, 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 (subject to Section
3.06(a)) the investment of funds in any of the Servicing Accounts, the Reserve
Accounts, the Defeasance Deposit Account or the Custodial Accounts, interest and
investment income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, for each such Investment Account for each
Collection Period (and, in the case of Servicing Accounts, Reserve Accounts and
the Defeasance Deposit Account, to the extent not otherwise payable to
Mortgagors under applicable law or the related 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(d), 3.04(a),
3.05(a) or 3.05A, as applicable. Whether or not the Special Servicer directs the
investment of funds in either of the REO Accounts, interest and investment
income realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for such Investment Account for each Collection Period, shall
be for the sole and exclusive benefit of the Special Servicer and shall be
subject to its withdrawal in accordance with Section 3.17(b). Whether or not the
Trustee directs the investment of funds in any of the Distribution Account, the
Interest Reserve Account and the Excess Liquidation Proceeds Account, or any
applicable sub-accounts, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
each such Investment Account for each Collection Period, shall be for the sole
and exclusive benefit of the Trustee and shall be subject to its withdrawal in
accordance with Section 3.05. If any loss shall be incurred in respect of any
Permitted Investment on deposit in any Investment Account, the Master Servicer
(in the case of (i) the Servicing Accounts, the Reserve Accounts and the
Defeasance Deposit Account (except to the extent that any investment of funds
with respect thereto is at the direction of a Mortgagor or for the benefit of
the Mortgagor in accordance with the related Mortgage Loan documents or
applicable law) and (ii) the Custodial Accounts), the Special Servicer (in the
case of the REO Accounts) and the Trustee (in the case of the Distribution
Account, the Interest Reserve Account and the Excess Liquidation Proceeds
Account and any applicable sub-accounts) shall promptly deposit therein from its
own funds, without right of reimbursement, no later than the end of the
Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, for such Investment Account for such Collection Period.
Notwithstanding any of the foregoing provisions of this Section 3.06, no party
shall be required under this Agreement to deposit any loss on a deposit of funds
in an Investment Account if such loss is incurred solely as a result of the
insolvency of the federal or state chartered depository institution or trust
company with which such deposit was maintained so long as such depository
institution or trust company satisfied the conditions set forth in the
definition of "Eligible Account" at the time such deposit was made and also as
of a date no earlier than thirty (30) days prior to the insolvency.

            (c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
Certificateholders entitled to a majority of the Voting Rights allocated to a
Class, shall, take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.

            (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount, the Master Servicer Remittance Amount and
the Loan Combination Remittance Amount, the amounts so invested shall be deemed
to remain on deposit in such Investment Account.

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage; Environmental Insurance.

            (a) The Master Servicer shall, consistent with the Servicing
Standard, cause to be maintained for each Mortgaged Property (other than the
mortgaged properties that are part of a Non-Serviced Loan Combination) that is
not an REO Property, all insurance coverage as is required under the related
Mortgage (except to the extent that the failure to maintain such insurance
coverage is an Acceptable Insurance Default); provided that, if and to the
extent that any such Mortgage permits the holder thereof any discretion (by way
of consent, approval or otherwise) as to the insurance coverage that the related
Mortgagor is required to maintain, the Master Servicer or Special Servicer, as
the case may be, shall exercise such discretion in a manner consistent with the
Servicing Standard; and provided, further, that, if and to the extent that a
Mortgage so permits, the Master Servicer or Special Servicer, as the case may
be, shall use reasonable efforts consistent with the Servicing Standard to
require the related Mortgagor to obtain the required insurance coverage from
Qualified Insurers that have a "claims paying ability" or "financial strength"
rating, as applicable, of at least "A" from S&P and "A" from Fitch (or, in the
case of any such Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities, as evidenced in writing by such Rating Agency); and provided,
further, that the Master Servicer shall cause to be maintained for any such
Mortgaged Property from Qualified Insurers that have a "claims paying ability"
or "financial strength rating," as applicable, of at least "A" from S&P and "A"
from Fitch, any such insurance that the related Mortgagor is required but fails
to maintain, only to the extent that the Trustee (as mortgagee of record on
behalf of the Certificateholders and, in the case of a Loan Combination
Mortgaged Property, the related Companion Loan Noteholders) has an insurable
interest, and such insurance is available at a commercially reasonable rate and
the subject hazards are at the time commonly insured against by prudent owners
of properties similar to the Mortgaged Property located in or around the region
in which such Mortgaged Property is located (or, in the case of all-risk
insurance or other insurance that covers acts of terrorism, the Master Servicer
shall not be required to cause to be maintained for any such Mortgaged Property
any such insurance that the related Mortgagor is required but fails to maintain
if the Trustee (as mortgagee of record on behalf of the Certificateholders and,
in the case of a Loan Combination Mortgaged Property, the related Companion Loan
Noteholders) does not have an insurable interest or the Special Servicer has
determined (in its reasonable judgment and in accordance with the Servicing
Standard) that either (i) such insurance is not available at a commercially
reasonable rate and the subject hazards are at the time commonly insured against
by prudent owners of properties similar to the Mortgaged Property located in or
around the region in which such Mortgaged Property is located or (ii) such
insurance is not available at any rate).

            Any Controlling Class Certificateholder or, in the case of a Loan
Combination, the holder of the related Subordinate Companion Loan, may request
that earthquake insurance be secured for one or more Mortgaged Properties by the
related Mortgagor, to the extent such insurance may reasonably be obtained and
provided the related loan documents and applicable law give the mortgagee the
right to request such insurance coverage and such Mortgage Loan documents
require the Mortgagor to obtain earthquake insurance at the request of the
mortgagee.

            Subject to Section 3.18(a), the Special Servicer, in accordance with
the Servicing Standard, shall also cause to be maintained for each Serviced REO
Property no less insurance coverage than was previously required of the
Mortgagor under the related Mortgage (including insurance that covers losses
arising from acts of terrorism); provided that such insurance is available at
commercially reasonable rates and the subject hazards are at the time commonly
insured against by prudent owners of properties similar to the REO Property
located in or around the region in which such REO Property is located (or, in
the case of all-risk insurance or other insurance that covers acts of terrorism,
such insurance is available at a commercially reasonable rate or the subject
hazards are at the time commonly insured against by prudent owners of properties
similar to the REO Property located in or around the region in which such REO
Property is located); and provided, further, that all such insurance shall be
obtained from Qualified Insurers that, if they are providing casualty insurance,
shall have a "claims paying ability" or "financial strength" rating, as
applicable, of at least "A" from S&P and "A" from Fitch (or, in the case of
either Rating Agency, such lower rating as will not result in an Adverse Rating
Event with respect to the Certificates or any Companion Loan Securities, as
evidenced in writing by such Rating Agency). All such insurance policies shall
contain (if they insure against loss to property and do not relate to an REO
Property) a "standard" mortgagee clause, with loss payable to the Master
Servicer (in the case of insurance maintained in respect of Mortgage Loans,
including Specially Serviced Mortgage Loans), or the Special Servicer (in the
case of insurance maintained in respect of REO Properties), on behalf of the
Trustee; and, in each case, such insurance shall be issued by a Qualified
Insurer. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the applicable Custodial Account in accordance with Section 3.04(a)
or 3.04A, as the case may be, in the case of amounts received in respect of a
Mortgage Loan, or in the applicable REO Account in accordance with Section
3.17(b), in the case of amounts received in respect of an REO Property. Any cost
incurred by the Master Servicer or the Special Servicer in maintaining any such
insurance (including any earthquake insurance maintained at the request of a
Controlling Class Certificateholder or the related Companion Loan Noteholders or
the Class AMP-E Majority Holder) shall not, for purposes hereof, including
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Mortgage Loan or
REO Loan, notwithstanding that the terms of such loan so permit, but shall be
recoverable by the Master Servicer and the Special Servicer as a Servicing
Advance.

            (b) If either the Master Servicer or the Special Servicer shall
obtain and maintain, or cause to be obtained and maintained, a blanket policy or
forced placed policy insuring against hazard losses on all of the Serviced Loans
and/or Serviced REO Properties that it is required to service and administer,
then, to the extent such policy (i) is obtained from a Qualified Insurer having
(or whose obligations are guaranteed or backed, in writing, by an entity having)
a "claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "A" from Fitch (or, in the case of each Rating Agency,
such lower rating as will not result in an Adverse Rating Event with respect to
the Certificates or any Companion Loan Securities, as evidenced in writing by
such Rating Agency), and (ii) provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer, as the
case may be, shall conclusively be deemed to have satisfied its obligation to
cause hazard insurance to be maintained on the related Mortgaged Properties
and/or REO Properties. Such blanket policy or forced placed policy may contain a
deductible clause (not in excess of a customary amount), in which case the
Master Servicer or the Special Servicer, as appropriate, shall, if there shall
not have been maintained on the related Mortgaged Property or REO Property an
individual hazard insurance policy complying with the requirements of Section
3.07(a), and there shall have been one or more losses that would have been
covered by such individual policy, promptly deposit into the applicable
Custodial Account from its own funds the amount not otherwise payable under the
blanket policy or forced placed policy because of the deductible clause therein,
to the extent that any such deductible exceeds the deductible limitation that
pertained to the related Mortgage Loan (or in the absence of any such deductible
limitation, the deductible limitation for an individual policy which is
consistent with the Servicing Standard). The Master Servicer or the Special
Servicer, as appropriate, shall prepare and present, on behalf of itself, the
Trustee and the Certificateholders and, in the case of a Loan Combination
Mortgaged Property, the related Companion Loan Noteholders, claims under any
such blanket policy or forced placed policy in a timely fashion in accordance
with the terms of such policy.

            (c) 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 Serviced REO Properties are part of the Trust
Fund) keep in force with Qualified Insurers having (or whose obligations are
guaranteed or backed, in writing, by entities having) a "claims paying ability"
or "financial strength" rating, as applicable, of at least "A" from S&P and "A"
from Fitch (or, in the case of either Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities, as evidenced in writing by such Rating Agency), a
fidelity bond, which fidelity bond shall be in such form and amount as would
permit it to be a qualified Fannie Mae seller-servicer of multifamily mortgage
loans, or in such other form and amount as would not cause an Adverse Rating
Event with respect to the Certificates or any Companion Loan Securities (as
evidenced in writing from each Rating Agency). Each of the Master Servicer and
the Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
Master Servicer or the Special Servicer, as the case may be.

            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 Serviced REO Properties are part of the Trust
Fund) also keep in force with Qualified Insurers having (or whose obligations
are guaranteed or backed, in writing, by entities having) a "claims paying
ability" or "financial strength" rating, as applicable, of at least "A" from S&P
and "A" from Fitch (or, in the case of either Rating Agency, such lower rating
as will not result in an Adverse Rating Event with respect to the Certificates
or any Companion Loan Securities, as evidenced in writing by such Rating
Agency), a policy or policies of insurance covering loss occasioned by the
errors and omissions of its officers, employees and agents in connection with
its servicing obligations hereunder, which policy or policies shall be in such
form and amount as would permit it to be a qualified Fannie Mae seller-servicer
of multifamily mortgage loans, or in such other form and amount as would not
cause an Adverse Rating Event with respect to the Certificates or any Companion
Loan Securities (as evidenced in writing from each Rating Agency). Each of the
Master Servicer and the Special Servicer shall be deemed to have complied with
the foregoing provisions if an Affiliate thereof has such insurance and, by the
terms of such policy or policies, the coverage afforded thereunder extends to
the Master Servicer or the Special Servicer, as the case may be.

            The Master Servicer shall cause each of its Sub-Servicers to
maintain or cause to be maintained a fidelity bond and an errors and omissions
insurance policy which satisfy the requirements for the fidelity bond and the
errors and omissions policy to be maintained by the Master Servicer to comply
with the foregoing.

            (d) Within ninety (90) days of the Closing Date, with respect to
each Environmentally Insured Mortgage Loan, the Master Servicer shall notify the
insurer under the 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
the Environmental Insurance Policy. In the event that either of the Master
Servicer or the Special Servicer has actual knowledge of any event (an "Insured
Environmental Event") giving rise to a claim under any Environmental Insurance
Policy in respect of any Environmentally Insured Mortgage Loan, the Master
Servicer shall notify the Special Servicer if such Loan is a Specially Serviced
Mortgage Loan and the Special Servicer shall notify the Master Servicer in all
cases. Upon becoming aware of such Insured Environmental Event, the Master
Servicer, in the case of a Performing Serviced Loan, and the Special Servicer,
in the case of a Specially Serviced Mortgage Loan or an REO Property 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 or the Special Servicer,
as applicable, and shall be reimbursable to it as a Servicing Advance. With
respect to each Environmental Insurance Policy in respect of an Environmentally
Insured Mortgage Loan, the Master Servicer (in the case of any such Loan that is
a Performing Serviced Loan) and the Special Servicer (in the case of any such
Loan that is a Specially Serviced Mortgage Loan or in the case of an REO
Property) shall each review and familiarize itself with the terms and conditions
relating to enforcement of claims and shall 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 or Special Servicer, as applicable, has actual knowledge of an Insured
Environmental Event giving rise to a claim under such Environmental Insurance
Policy.

            The Master Servicer (in the case of Performing Serviced Loans) and
the Special Servicer (in the case of Specially Serviced Mortgage Loans and REO
Properties) shall each abide by the terms and conditions precedent to payment of
claims under the Environmental Insurance Policies with respect to the
Environmentally Insured Mortgage Loans and take all such actions as may be
required to comply with the terms and provisions of such policies in order to
maintain such policies in full force and effect and to make claims thereunder.

            In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan, then the party receiving
such notice shall, within five (5) Business Days after receipt thereof, provide
written notice of such termination to the other such party and the Trustee. Upon
receipt of such notice, the Master Servicer, with respect to a Performing
Serviced Loan, or the Special Servicer, with respect to a Specially Serviced
Mortgage Loan or a Serviced REO Property, 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 Environmentally Insured
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.

            The Master Servicer (with respect to Performing Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall
monitor the actions, and enforce the obligations, of the related Mortgagor under
each Environmentally Insured Mortgage Loan insofar as such actions/obligations
relate to (i) to the extent consistent with Section 3.07(a), the maintenance
(including, without limitation, any required renewal) of an Environmental
Insurance Policy with respect to the related Mortgaged Property or (ii)
environmental testing or remediation at the related Mortgaged Property.

            Section 3.08 Enforcement of Due-on-Sale and Due on Encumbrance
Provisions.

            (a) (i) Subject to Section 3.08(a)(ii) below, upon receipt of any
request of a waiver, consent or confirmation in respect of a due-on-sale or
due-on-encumbrance provision (including but not limited to transfers or
encumbrances subject to specified conditions), the Master Servicer, with respect
to Serviced Loans that are not Specially Serviced Mortgage Loans, and the
Special Servicer, with respect to Specially Serviced Mortgage Loans, shall
promptly analyze such request, 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
Co-Lender Agreement as provided in this Section 3.08. With respect to all
Serviced Loans (other than Specially Serviced Mortgage Loans), 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 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) fifteen (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 (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 or the Special Servicer (with the
written consent of the Controlling Class Representative, which consent shall be
deemed given if not denied within ten (10) 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, of which date the Special Servicer shall
notify the Master Servicer), 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.

            (ii) With respect to all Serviced Loans, neither the Master Servicer
      nor the Special Servicer shall exercise (and the Special Servicer shall
      not consent to) any 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 Fitch 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 Pooled 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 Pooled
      Mortgage Loans that are cross-collateralized, cross-defaulted or have been
      made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan,
      are equal to or greater than 2% of the aggregate Stated Principal Balance
      of all Pooled 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% or a debt service coverage ratio (calculated
      to include the additional debt from any encumbrance) of 1.20x or less,
      without receiving a prior written confirmation from S&P and Fitch 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 provision without receiving prior written
      confirmation from S&P and Fitch 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 Pooled 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, (b)
      does not have an aggregate Stated Principal Balance (including the Stated
      Principal Balance of all other Pooled 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 greater
      than 5% of the aggregate Stated Principal Balance of all Pooled Mortgage
      Loans and (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 in accordance with the Servicing
      Standard waive such requirement without confirmation by S&P; 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 in accordance with the Servicing Standard waive such
      requirement without approval by Fitch.

            (iii) With respect to any Tenants-in-Common Loan, the Master
      Servicer, on behalf of the Trustee as the mortgagee of record, shall
      review (A) each request for a sale, transfer or syndication of any
      Mortgagor's equity interests in the related Mortgagor and shall promptly
      analyze such request, including, with regard to each proposed Mortgagor
      transferee, the financial statements, credit information, organizational
      documents and other written materials set forth on the applicable schedule
      on Exhibit V hereto, to determine, in accordance with the Servicing
      Standard, whether the requested sale, transfer or syndication meets the
      applicable requirements and to obtain any consents required under any
      related intercreditor agreement, and (B) the corresponding waiver of any
      applicable due-on-sale or due-on-encumbrance provision and determine
      whether approval of such waiver is consistent with the Servicing Standard.
      Promptly after the Master Servicer has made any such affirmative
      determination that such sale, transfer or syndication meets the applicable
      requirements on Exhibit V, the Master Servicer shall deliver to the
      Special Servicer, the Controlling Class Representative, the Trustee, the
      Rating Agencies and each other party hereto, no later than 5 Business Days
      prior to such sale, transfer or syndication, an Officer's Certificate in
      the form of Exhibit W hereto setting forth notice of the approval or
      disapproval and the basis for such determination, including evidence of
      compliance with each of the requirements for such Mortgage Loan described
      on Exhibit V; provided, further, it is understood and agreed that the
      Master Servicer shall make reasonable efforts to deliver a complete
      package 5 Business Days prior to such sale, transfer or syndication
      (provided, however, any documents not delivered with the Officer's
      Certificate will be delivered by the Master Servicer as soon as reasonably
      possible, and the Special Servicer shall rely on the initial documents
      sent in such package and the Officer's Certificate delivered by the Master
      Servicer for its review), provided, further, that notwithstanding Section
      3.11(b), with respect to any transfer approved pursuant to this Section
      3.08(a)(iii), the Master Servicer and the Special Servicer shall be
      entitled to certain of the fees as set forth on Exhibit V paid by the
      Mortgagor, and the Master Servicer shall not waive any such fees without
      the consent of the Special Servicer.

            (b) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer (with respect to Serviced Loans other than Specially Serviced
Mortgage Loans) (without the Special Servicer's consent) or the Special Servicer
(with respect to Specially Serviced Mortgage Loans) may grant, without any
Rating Agency confirmation, 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.

            Section 3.09 Realization Upon Defaulted Loans; Required Appraisals;
Appraisal Reduction Calculation.

            (a) The Special Servicer shall, subject to Sections 3.09(b),
3.09(c), 3.09(d) and 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.21; provided, however, that neither the Master Servicer
nor the Special Servicer shall, with respect to any ARD Loan after its
Anticipated Repayment Date, take any enforcement action with respect to the
payment of Post-ARD Additional Interest (other than the making of requests for
its collection), unless (i) the taking of an enforcement action with respect to
the payment of other amounts due under the ARD Loan is, in the good faith and
reasonable judgment of the Special Servicer, necessary, appropriate and
consistent with the Servicing Standard or (ii) all other amounts due under the
ARD Loan have been paid, the payment of such Post-ARD Additional Interest has
not been forgiven in accordance with Section 3.21 and, in the good faith and
reasonable judgment of the Special Servicer, the Liquidation Proceeds expected
to be recovered in connection with such enforcement action will cover the
anticipated costs of such enforcement action and, if applicable, any associated
interest accrued on Advances. Subject to Section 3.12(d) and Section 3.20(d),
the Special Servicer may, at its option, advance all costs and expenses incurred
by it in any such proceedings, and shall be entitled to reimbursement therefor
as provided in Section 3.05(a), Section 3.05A or Section 3.12(g) as applicable.
The Special Servicer shall be responsible, consistent with the Servicing
Standard, for determining whether to exercise any rights it may have under the
cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the
Certificateholders and, in the case of a Loan Combination Mortgaged Property, on
behalf of the related Companion Loan Noteholders, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in its
reasonable and good faith judgment taking into account the factors described in
Section 3.19 and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard.

            If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, it may have an appraisal
performed with respect to such property by an Independent Appraiser or other
expert in real estate matters, which appraisal shall take into account the
factors specified in Section 3.19, and the cost of which appraisal shall be
covered by, and be reimbursable as, a Servicing Advance; provided that if the
Master Servicer intends to obtain an appraisal in connection with the foregoing,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.

            If any Serviced Loan becomes a Required Appraisal Loan, then the
Special Servicer shall (i) obtain or conduct, as applicable, a Required
Appraisal within sixty (60) days of such Serviced Loan's becoming a Required
Appraisal Loan (unless a Required Appraisal was obtained or conducted, as
applicable, with respect to such Required Appraisal Loan within the prior twelve
(12) months and the Special Servicer reasonably believes, in accordance with the
Servicing Standard, that no material change has subsequently occurred with
respect to the related Mortgaged Property that would draw into question the
applicability of such Required Appraisal) and (ii) obtain or conduct, as
applicable, an update of the most recent Required Appraisal approximately twelve
(12) months following the most recent Required Appraisal or subsequent update
thereof for so long as such Serviced Loan or any successor REO Loan, as the case
may be, remains a Required Appraisal Loan. The Special Servicer shall deliver
copies of all such Required Appraisals and updated Required Appraisals to the
Trustee and the Master Servicer, in the case of a Loan Combination Mortgaged
Property, the related Companion Loan Noteholder, and in the case of the Ala
Moana Portfolio Loan Combination Mortgaged Property, the Holders of the Class
AMP-E Certificates, in each such case, promptly following the Special Servicer's
receipt of the subject appraisal, and to the Controlling Class Representative
upon request, and based thereon, the Special Servicer shall calculate and notify
(in writing) the Trustee, the Master Servicer, the Controlling Class
Representative and, with respect to a Loan Combination, the related Companion
Loan Noteholders and, in the case of the Ala Moana Portfolio Loan Combination,
the Holder of the Class AMP-E Certificates, of any resulting Appraisal Reduction
Amount. Such calculations by the Special Servicer shall be subject to review and
confirmation by the Master Servicer, provided that the Master Servicer may rely
on any information provided by the Special Servicer.

            The Special Servicer shall advance the cost of each such Required
Appraisal and updated Required Appraisal; provided, however, that such expense
will be subject to reimbursement to the Special Servicer as a Servicing Advance
out of the related Custodial Account pursuant to Section 3.05(a) or Section
3.05A.

            Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Loan Combination Mortgaged Property,
the related Companion Loan Noteholders) under such circumstances, in such manner
or pursuant to such terms as would, in the reasonable, good faith judgment of
the Special Servicer (exercised in accordance with the Servicing Standard), (i)
cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (unless the portion of such
Mortgaged Property that is not treated as "foreclosure property" and that is
held by the Lower-Tier REMIC or either Loan REMIC at any given time constitutes
not more than a de minimis amount of the assets of the Lower-Tier REMIC or such
Loan REMIC within the meaning of Treasury Regulations Section 1.860D-1(b)(3)(i)
and (ii)), or (ii) except as permitted by Section 3.18(a), subject the Trust
Fund to the imposition of any federal income taxes under the Code. Subject to
the foregoing, however, a Mortgaged Property may be acquired through a single
member limited liability company if the Special Servicer determines that such an
action is appropriate to protect the Trust and/or any related Companion Loan
Noteholder from potential liability.

            In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

            (i) such personal property is, in the reasonable, good faith
      judgment of the Special Servicer (exercised in accordance with the
      Servicing Standard), incident to real property (within the meaning of
      Section 856(e)(1) of the Code) so acquired by the Special Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be covered by, and be reimbursable as, a
      Servicing Advance) to the effect that the holding of such personal
      property as part of the Trust Fund will not cause the imposition of a tax
      on the REMIC Pool under the REMIC Provisions or cause the REMIC Pool to
      fail to qualify as a REMIC at any time that any Certificate is
      outstanding.

            (b) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee (and, in the case of a Loan Combination Mortgaged Property, on behalf of
the related Companion Loan Noteholders), obtain title to a Mortgaged Property by
foreclosure, deed in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of a Loan
Combination Mortgaged Property, on behalf of the related Companion Loan
Noteholders), could, in the reasonable, good faith judgment of the Special
Servicer, exercised in accordance with the Servicing Standard, be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of CERCLA or any
comparable law (a "potentially responsible party"), unless such action is
consistent with Section 6.11 and the Special Servicer has previously determined
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee (and, in the case of a Loan Combination Mortgaged Property, on behalf of
the related Companion Loan Noteholders) that shall specify all of the bases for
such determination), in accordance with the Servicing Standard and based on an
Environmental Assessment of such Mortgaged Property performed by an Independent
Person, who regularly conducts Environmental Assessments, within six (6) months
prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Master Servicer
and, in the case of a Loan Combination Mortgaged Property, the related Companion
Loan Noteholders), that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that it would (taking into
      account the coverage provided under any related Environmental Insurance
      Policy) maximize the recovery on the related Serviced Loan to the
      Certificateholders (as a collective whole) (or, if a Loan Combination is
      involved, would maximize the recovery on such Loan Combination to the
      Certificateholders and the related Companion Loan Noteholders (as a
      collective whole)), on a present value basis (the relevant discounting of
      anticipated collections that will be distributable to Certificateholders
      (or, in the case of a Loan Combination, to Certificateholders and the
      related Companion Loan Noteholders) to be performed at a rate (A) taking
      into account the related Mortgage Rate (or, in the case of any Loan
      Combination, at the weighted average of the Mortgage Rates for such Loan
      Combination), in each case, and in the case of any ARD Loan or related REO
      Loan after its Anticipated Repayment Date, net of the Additional Interest
      Rate and (B) taking into account the risk of collection) to acquire title
      to or possession of the Mortgaged Property and to take such actions as are
      necessary to bring the Mortgaged Property into compliance therewith in all
      material respects; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could reasonably be
      expected to be required, that it would (taking into account the coverage
      provided under any related Environmental Insurance Policy) maximize the
      recovery on the related Serviced Loan to the Certificateholders (as a
      collective whole) (or, if a Loan Combination is involved, would maximize
      the recovery of such Loan Combination to the Certificateholders and the
      related Companion Loan Noteholders (as a collective whole)), on a present
      value basis (the relevant discounting of anticipated collections that will
      be distributable to Certificateholders (or, in the case of a Loan
      Combination, to Certificateholders and the related Companion Loan
      Noteholders) to be performed at a rate (A) taking into account the related
      Mortgage Rate (or, in the case of any Loan Combination, at the weighted
      average of the Mortgage Rates for such Loan Combination), in each case,
      and in the case of any ARD Loan or related REO Loan after its Anticipated
      Repayment Date, net of the related Additional Interest Rate, and (B)
      taking into account the risk of collection) to acquire title to or
      possession of the Mortgaged Property and to take such actions with respect
      to the affected Mortgaged Property.

            The Special Servicer shall, in good faith, undertake reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05 or
Section 3.05A, as applicable (or, in the case of a Serviced Loan Combination, to
the extent the funds in the applicable Loan Combination Custodial Account are
insufficient, shall be advanced by the Master Servicer.

            (c) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Serviced Loan, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Companion Loan is affected, the related Companion Loan Noteholders), subject to
Section 6.11, release all or a portion of such Mortgaged Property from the lien
of the related Mortgage.

            (d) The Special Servicer shall report to the Master Servicer, the
Underwriters and the Trustee and, if a Loan Combination is affected, the related
Companion Loan Noteholders monthly in writing as to any actions taken by the
Special Servicer with respect to any Mortgaged Property that represents security
for a defaulted Serviced Loan as to which the environmental testing contemplated
in Section 3.09(c) above has revealed that any of the conditions set forth in
clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of all such conditions and
release of the lien of the related Mortgage on such Mortgaged Property.

            (e) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the affected Serviced Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).

            (f) The Master Servicer shall, with the reasonable cooperation of
the Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Serviced Loan required
by Section 6050H of the Code and, as to any Serviced Loan, the reports of
foreclosures and abandonments of any Mortgaged Property and the information
returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050J and 6050P of the Code. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.

            (g) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Serviced Loan or REO Property, it shall
promptly notify (in writing) the Trustee, the Master Servicer and, if a Loan
Combination is affected, the related Companion Loan Noteholders. The Special
Servicer shall maintain accurate records, prepared by a Servicing Officer, of
each such Final Recovery Determination (if any) and the basis thereof. Each such
Final Recovery Determination (if any) shall be evidenced by an Officer's
Certificate delivered to the Trustee, the Master Servicer and, if a Loan
Combination is affected, the related Companion Loan Noteholders no later than
the Special Servicer Reporting Date following such Final Recovery Determination.

            (h) Notwithstanding anything herein to the contrary, with respect to
the Mortgage Loan secured by the Mortgaged Property known as Continental Towers,
the Master Servicer, to the extent consistent with the Servicing Standard, may
consent to the foreclosure of the subordinated mortgage encumbering the related
Mortgaged Property as contemplated by the related Mortgagor's organizational
documents and the related Loan Documents in accordance with the specific
requirements of such Loan Documents, provided that it has received Rating Agency
Confirmation, without the consent of the Special Servicer or any other party, no
assumption fee or any other fee will be payable to either the Special Servicer
or the Master Servicer in connection with such consent and such Mortgage Loan
shall not be considered a Specially Serviced Mortgage Loan due to such
foreclosure.

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

            (a) Upon the payment in full of any Serviced Loan, or the receipt by
the Master Servicer or the Special Servicer of a notification that payment in
full shall be escrowed in a manner customary for such purposes, the Master
Servicer or the Special Servicer shall promptly notify the Trustee (and, in the
case of a Companion Loan, the related Companion Loan Noteholders) by a
certification (which certification shall be in the form of a Request for Release
in the form of Exhibit D-1 attached hereto and shall be accompanied by the form
of a release or discharge and shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the appropriate Custodial Account pursuant to
Section 3.04(a) or 3.04A, as applicable, have been or will be so deposited) of a
Servicing Officer (a copy of which certification shall be delivered to the
Special Servicer) and shall request delivery to it of the related Mortgage File
and, in the case of a Companion Loan, the original of the Mortgage Note for such
Companion Loan. Upon receipt of such certification and request, the Trustee
shall release, or cause any related Custodian to release, the related Mortgage
File (and, in the case of a Companion Loan, the Master Servicer shall cause the
related Companion Loan Noteholders to release the Mortgage Note for such
Companion Loan) to the Master Servicer or Special Servicer and shall deliver to
the Master Servicer or Special Servicer, as applicable, such release or
discharge, duly executed. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Distribution
Account or any Custodial Account.

            (b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof) (or the
original of the Mortgage Note for the Companion Loans), the Trustee, upon
request of the Master Servicer and receipt from the Master Servicer of a Request
for Release in the form of Exhibit D-1 attached hereto signed by a Servicing
Officer thereof, or upon request of the Special Servicer and receipt from the
Special Servicer of a Request for Release in the form of Exhibit D-2 attached
hereto, shall release, or cause any related Custodian to release, such Mortgage
File (or such portion thereof) (and, in the case of the Companion Loans, the
Master Servicer shall cause the related Companion Loan Noteholders to release
the original of the Mortgage Note for such Companion Loan) to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File (or such portion thereof) (or such original Mortgage Note for the
related Companion Loans) to the Trustee or related Custodian (or to the related
Companion Loan Noteholders), or the delivery to the Trustee (or to the related
Companion Loan Noteholders) of a certificate of a Servicing Officer of the
Special Servicer stating that such Serviced Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the related Custodial Account pursuant to Section
3.04(a) or 3.04A, as applicable, have been or will be so deposited, or that the
related Mortgaged Property has become an REO Property, the Request for Release
shall be released by the Trustee or related Custodian to the Master Servicer or
the Special Servicer, as applicable.

            (c) Within seven (7) Business Days (or within such shorter period
(but no less than three (3) Business Days) as execution and delivery can
reasonably be accomplished if the Special Servicer notifies the Trustee in
writing (and, in the case of a Loan Combination Mortgaged Property, the related
Companion Loan Noteholders) of an exigency) of the Special Servicer's request
therefor, the Trustee shall execute and deliver to the Special Servicer (or the
Special Servicer may execute and deliver in the name of the Trustee (on behalf
of the Certificateholders and, in the case of a Loan Combination Mortgaged
Property, also on behalf of the related Companion Loan Noteholders) based on a
limited power of attorney issued in favor of the Special Servicer pursuant to
Section 3.01(b)), in the form supplied to the Trustee, any court pleadings,
requests for trustee's sale or other documents stated by the Special Servicer to
be reasonably necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity or to defend any legal
action or counterclaim filed against the Trust Fund, the Master Servicer, the
Special Servicer or the Companion Loan Noteholders. Together with such documents
or pleadings, the Special Servicer shall deliver to the Trustee (and, in the
case of a Loan Combination Mortgaged Property, the related Companion Loan
Noteholders) a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee (on behalf of the Certificateholders and, in the case of a Loan
Combination Mortgaged Property, also on behalf of the related Companion Loan
Noteholders) will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale. Notwithstanding anything contained herein to the contrary,
neither the Master Servicer nor the Special Servicer shall, without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name without indicating the Master Servicer's or Special
Servicer's, as applicable, representative capacity, or (ii) take any action with
the intent to cause, and that actually causes, the Trustee to be registered to
do business in any state.

            Section 3.11 Servicing Compensation; Payment of Expenses.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (other than the Non-Serviced Companion Loans but including
the Non-Serviced Trust Loans), including each Specially Serviced Mortgage Loan,
and each REO Loan. As to each Mortgage Loan (other than the Non-Serviced
Companion Loans but including the Non-Serviced Trust Loans) and REO Loan, the
Master Servicing Fee shall: (i) accrue from time to time at the related Master
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Loan; and (ii) be calculated on a 30/360 Basis (or, in the case of the Companion
Loans and any related REO Loans, on an Actual/360 Basis) (or, in the event that
a Principal Prepayment in full or other Liquidation Event shall occur with
respect to any such Mortgage Loan or REO Loan on a date that is not a Due Date,
on the basis of the actual number of days to elapse from and including the most
recently preceding related Due Date to but excluding the date of such Principal
Prepayment or Liquidation Event in a month consisting of 30 days). The Master
Servicing Fee with respect to any such 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 such Mortgage Loan and REO Revenues allocable as
interest on each such REO Loan. The Master Servicer shall be entitled to recover
unpaid Master Servicing Fees in respect of any such Mortgage Loan or REO Loan
out of that portion of related Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds allocable as recoveries of interest, to the extent
permitted by Section 3.05(a) or 3.05A, as applicable. 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.

            Additional servicing compensation in the form of (i) Net Default
Charges, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds, and any similar fees (excluding
Prepayment Premiums and Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to any Serviced Loan and accrued
during the time that such Serviced Loan was not a Specially Serviced Mortgage
Loan, (ii) 100% of each modification fee or extension fee actually paid by a
Mortgagor with respect to a modification, consent, extension, waiver or
amendment agreed to by the Master Servicer pursuant to Section 3.21(c) (except
that the Master Servicer shall be entitled to only 50% of each modification fee
or extension fee actually paid by the Mortgagor with respect to a modification,
consent, waiver or amendment agreed to by the Master Servicer pursuant to this
Agreement if the approval or consent of the Special Servicer (or the Controlling
Class Representative with respect to an extension of maturity granted pursuant
to Section 3.21(c)) was required in connection therewith) and 100% of any fee
actually paid by a Mortgagor in connection with a defeasance of a Serviced Loan
as contemplated under Section 3.21(k), and (iii) 50% of any and all assumption
fees and 100% of any and all assumption application fees up to $5,000 in
connection with each assumption, transfer or substitution and 50% of the excess,
if any, of the assumption application fees received with respect to each
assumption, transfer or substitution over $5,000, in each case, actually paid by
a Mortgagor in accordance with the related Mortgage Loan documents, with respect
to any transfer of a Mortgaged Property or any assumption or substitution
agreement entered into by the Master Servicer on behalf of the Trust (or, in the
case of a Loan Combination, on behalf of the Trust and the related Companion
Loan Noteholders) pursuant to Section 3.08(a) or paid by a Mortgagor with
respect to any transfer of an interest in a Mortgagor pursuant to Section
3.08(a), shall be retained by the Master Servicer or promptly paid to the Master
Servicer by the Special Servicer and such additional servicing compensation is
not required to be deposited in any Custodial Account. The Master Servicer shall
also be entitled to additional servicing compensation in the form of (i)
Prepayment Interest Excesses (except in the case of the Companion Loans); (ii)
interest or other income earned on deposits in the Custodial Accounts in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period);
and (iii) to the extent not required to be paid to any Mortgagor under
applicable law, any interest or other income earned on deposits in the Servicing
Accounts, the Reserve Accounts and the Defeasance Deposit Account maintained
thereby (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account for each Collection Period).

            (b) Except as provided in the last sentence of this paragraph, as
compensation for its activities hereunder, the Special Servicer shall be
entitled to receive the Special Servicing Fee with respect to each Specially
Serviced Mortgage Loan and each REO Loan that was previously a Serviced Loan.
With respect to each such Specially Serviced Mortgage Loan and REO Loan, for any
calendar month (or portion thereof), the Special Servicing Fee shall: (i) accrue
from time to time at the Special Servicing Fee Rate on the same principal amount
as interest accrues from time to time on such Mortgage Loan or is deemed to
accrue from time to time on such REO Loan; and (ii) be calculated on a 30/360
Basis (or, in the case of the Companion Loans, and in each case any related REO
Loans, on an Actual/360 Basis) (or, in the event that a Principal Prepayment in
full or other Liquidation Event shall occur with respect to any such Specially
Serviced Mortgage Loan or REO Loan on a date that is not a Due Date, on the
basis of the actual number of days to elapse from and including the most
recently preceding related Due Date to but excluding the date of such Principal
Prepayment or Liquidation Event, in a month consisting of 30 days and, in the
case of any other partial period that does not run from one Due Date through and
including the day immediately preceding the next Due Date, on the basis of the
actual number of days in such period in a month consisting of 30 days). The
Special Servicing Fee with respect to any such Specially Serviced 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 and any REO Properties (or, in the case of Special Servicing
Fees in respect of a Serviced Loan Combination, first out of collections
relating to such Loan Combination or any related REO Property and, if
insufficient therefor, out of general collections on the Mortgage Loans and REO
Properties) on deposit in the appropriate Custodial Account pursuant to Section
3.05(a) or Section 3.05A(a), as applicable.

            As further compensation for its services hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan. As to each such Corrected Mortgage Loan, the Workout
Fee shall be payable from, and shall be calculated by application of the Workout
Fee Rate to, all collections of principal, interest (other than Default
Interest), Prepayment Premiums and/or Yield Maintenance Charges received on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan; provided that
no Workout Fee shall be payable from, or based upon the receipt of, Liquidation
Proceeds collected in connection with the purchase of any such Specially
Serviced Mortgage Loan or Serviced REO Property by a Purchase Option Holder
pursuant to Section 3.19, by the Depositor, each Mortgage Loan Seller, the
Special Servicer, a Controlling Class Certificateholder or the Master Servicer
pursuant to Section 9.01, a Companion Loan Noteholder or its designee pursuant
to the Co-Lender Agreement, and within the time period provided in such
Co-Lender Agreement, by the Mortgage Loan Seller pursuant to Section 2.03(a)
within the time period provided for therein, or by the holder of a related
mezzanine loan pursuant to a purchase right in connection with a Mortgage Loan
default as set forth in the related intercreditor agreement, or out of any
Condemnation Proceeds, or the repurchase of a Companion Loan by the related
mortgage loan seller pursuant to the mortgage loan purchase agreement entered
into in connection with the issuance of any Companion Loan Securities within the
time period provided for therein. The Workout Fee with respect to any Corrected
Mortgage Loan will cease to be payable if such Corrected Mortgage Loan again
becomes a Specially Serviced Mortgage Loan or if the related Mortgaged Property
becomes a Serviced REO Property; provided that a new Workout Fee will become
payable if and when the particular Mortgage Loan again becomes a Corrected
Mortgage Loan.

            As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
(i) each Specially Serviced Mortgage Loan as to which it receives a full,
partial or discounted payoff, (ii) each Specially Serviced Mortgage Loan that
was repurchased by a Mortgage Loan Seller, and (iii) each Specially Serviced
Mortgage Loan and Serviced REO Property as to which it receives Liquidation
Proceeds, in each case, subject to the provisos to the next sentence and Section
3.19. As to each such Specially Serviced Mortgage Loan or Serviced REO Property,
the Liquidation Fee shall be payable from, and shall be calculated by
application of the Liquidation Fee Rate to, such full, partial or discounted
payoff and/or Liquidation Proceeds (exclusive of any portion of such payoff or
proceeds that represents Default Interest); provided that no Liquidation Fee
shall be payable (i) with respect to any such Specially Serviced Mortgage Loan
that becomes a Corrected Mortgage Loan (unless it is subsequently liquidated in
connection with a subsequent event that causes it to become a Specially Serviced
Mortgage Loan and a Liquidation Fee would be payable in connection with such
liquidation), or (ii) from, or based upon the receipt of, Liquidation Proceeds
collected in connection with the purchase of any such Specially Serviced
Mortgage Loan or Serviced REO Property by a Purchase Option Holder pursuant to
Section 3.19, by the Depositor, a Mortgage Loan Seller, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01, by a Companion Loan Noteholder or its designee pursuant to the related
Co-Lender Agreement and within the period specified in such Co-Lender Agreement,
by a Mortgage Loan Seller pursuant to Section 2.03(a) in connection with a
Material Document Defect or a Material Breach (within the applicable cure period
contained in Section 2.03 with respect to the Material Document Defect or
Material Breach, as applicable, that gave rise to the particular repurchase
obligation), or by the holder of a related mezzanine loan pursuant to a purchase
right in connection with a Mortgage Loan default as set forth in the related
intercreditor agreement within sixty (60) days after the purchase right is first
exercisable.

            If the Special Servicer is terminated or removed other than for
cause (and other than as a result of an Event of Default under Sections
7.01(a)(x), 7.01(a)(xi) or 7.01(a)(xii)) or resigns in accordance with Section
6.09 or Section 6.04, respectively, it shall retain the right to receive any and
all Workout Fees payable in respect of (i) any Mortgage Loan or Serviced
Companion Loan that became a Corrected Mortgage Loan during the period that it
acted as Special Servicer and was still a Corrected Mortgage Loan at the time of
such termination or resignation and (ii) any Specially Serviced Mortgage Loan
for which the Special Servicer has resolved the circumstances and/or conditions
causing any such Mortgage Loan or Serviced Companion Loan to be a Specially
Serviced Mortgage Loan except that the requirement of three consecutive full and
timely Monthly Payments with respect to such Mortgage Loan or Serviced Companion
Loan has not yet been satisfied as of the date of such termination or
resignation and such Mortgage Loan or Serviced Companion Loan otherwise meets
the requirements of a Corrected Mortgage Loan, with the Workout Fee with respect
to such Mortgage Loan payable only after such requirements have been met
(including the requirement that three payments be made) (and any successor
Special Servicer shall not be entitled to any portion of such Workout Fees), in
each case until the Workout Fee for any such Loan ceases to be payable in
accordance with this Agreement.

            Notwithstanding anything to the contrary herein, a Liquidation Fee
and a Workout Fee relating to the same Mortgage Loan shall not be paid from the
same proceeds with respect to such Mortgage Loan.

            The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

            Notwithstanding anything to the contrary herein, the Special
Servicer will not be entitled to any compensation with respect to the
Non-Serviced Loan Combinations, which are serviced under the applicable Lead
PSA.

            (c) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected on the Mortgage Pool that accrued with
respect to a Specially Serviced Mortgage Loan or an REO Loan, (ii) with respect
to any Specially Serviced Mortgage Loan, 100% of any and all assumption fees,
assumption application fees and other applicable fees, actually paid by a
Mortgagor in accordance with the related Mortgage Loan documents, with respect
to any transfer of the Mortgaged Property or any assumption or substitution
agreement entered into by the Special Servicer on behalf of the Trust (or, in
the case of a Serviced Loan Combination, on behalf of the Trust and the related
Companion Loan Noteholders) pursuant to Section 3.08(b) or paid by a Mortgagor
with respect to any transfer of an interest in a Mortgagor pursuant to Section
3.08(b), (iii) with respect to any Performing Serviced Loan, 50% of the excess,
if any, of any assumption application fees over $5,000 received by the Master
Servicer with respect to each assumption, transfer or substitution, and 50% of
any and all assumption fees, in each case actually paid by the Mortgagor in
accordance with the related Mortgage Loan documents with respect to any transfer
of a Mortgaged Property or any assumption or substitution agreement entered into
by the Master Servicer on behalf of the Trust pursuant to Section 3.08(a) or
paid by the Mortgagor with respect to any transfer of an interest in a Mortgagor
pursuant to Section 3.08(a), (iv) any and all assumption fees, modification
fees, consent fees, extension fees and similar fees actually collected on the
Serviced Loans that are not otherwise payable to the Master Servicer as
additional servicing compensation pursuant to Section 3.11(a) and (v) 50% of
each modification fee or extension fee actually paid by the Mortgagor with
respect to a modification, consent, waiver or amendment agreed to by the Master
Servicer pursuant to this Agreement if the approval or consent of the Special
Servicer (or the Controlling Class Representative with respect to an extension
of maturity granted pursuant to Section 3.21(c)) was required in connection
therewith and 100% of any modification fee or extension fee and any other
applicable fee that is actually paid by the Mortgagor in connection with an
extension of the maturity date of a Performing Serviced Loan approved by the
Special Servicer in accordance with Section 3.21(d), shall be retained by the
Special Servicer or promptly paid to the Special Servicer by the Master
Servicer, as the case may be, and shall not be required to be deposited in any
Custodial Account pursuant to Section 3.04(a) or Section__3.04A. The Special
Servicer shall also be entitled to additional special servicing compensation in
the form of interest or other income earned on deposits in any of the REO
Accounts, if established, in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for
each Collection Period).

            (d) The Master Servicer and the Special Servicer shall each be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including payment of any amounts due
and owing to the Primary Servicer or any of its Sub-Servicers and the premiums
for any blanket policy obtained by it insuring against hazard losses pursuant to
Section 3.07(b)), if and to the extent such expenses are not payable directly
out of any of the Custodial Accounts or, in the case of the Special Servicer,
any of the REO Accounts, and neither the Master Servicer nor the Special
Servicer shall be entitled to reimbursement for such expenses except as
expressly provided in this Agreement.

            Section 3.12 Certain Matters Regarding Servicing Advances.

            (a) If the Master Servicer or Special Servicer is required under any
provision of this Agreement to make a Servicing Advance, but neither does so
within fifteen (15) days after such Advance is required to be made, the Trustee
shall, if it has actual knowledge of such failure on the part of the Master
Servicer or Special Servicer, as the case may be, give written notice of such
failure, as applicable, to the Master Servicer or the Special Servicer. If such
Servicing Advance is not made by the Master Servicer or the Special Servicer, as
applicable, within three (3) Business Days after such notice is given to the
Master Servicer or the Special Servicer, as applicable, then (subject to Section
3.12(d)) the Trustee shall make such Servicing Advance; provided, that the
Trustee will not be obligated to make any Advance it determines would be a
Nonrecoverable Advance.

            (b) The Master Servicer, the Special Servicer and the Trustee shall
each be entitled to receive interest at the Reimbursement Rate in effect from
time to time, compounded annually, accrued on the amount of each Servicing
Advance made thereby (with its own funds) for so long as such Servicing Advance
is outstanding, such interest to be payable: (i) out of any Default Charges on
deposit in the Pool Custodial Account that were collected on or in respect of
the related Mortgage Loan during the same Collection Period in which such
Servicing Advance is reimbursed; and (ii) to the extent that such Default
Charges are insufficient, but not before the related Advance has been reimbursed
pursuant to this Agreement, out of general collections on the Mortgage Loans and
REO Properties on deposit in the Pool Custodial Account; provided that, if such
Servicing Advance was made with respect to a Serviced Loan Combination or a Loan
Combination Mortgaged Property (other than the Non-Serviced Loan Combinations),
then such interest shall first be payable out of amounts on deposit in the
related Loan Combination Custodial Account in accordance with clause (viii) of
Section 3.05A.

            (c) The Master Servicer shall reimburse itself, the Special Servicer
or the Trustee, as appropriate and in accordance with Section 3.03, Section
3.05(a), Section 3.05(e) or 3.05A, as applicable, for any Servicing Advance as
soon as practicable after funds available for such purpose are deposited in the
related Custodial Account.

            (d) Notwithstanding anything herein to the contrary, none of the
Master Servicer, the Special Servicer or the Trustee shall be required to make
out of its own funds any Servicing Advance that would, if made, constitute a
Nonrecoverable Servicing Advance. The determination by either the Master
Servicer or the Special Servicer that it has made (or a determination by the
Special Servicer that the Master Servicer has made) a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing
Standard and shall be evidenced by an Officer's Certificate delivered promptly
to the Trustee and the Depositor (and, if affected thereby, the related
Companion Loan Noteholder), setting forth the basis for such determination,
together with a copy of any appraisal of the related Mortgaged Property or REO
Property, as the case may be (which appraisal shall be an expense of the Trust,
shall take into account the factors specified in Section 3.19 and shall have
been conducted by an Independent Appraiser in accordance with the standards of
the Appraisal Institute within the twelve (12) months preceding such
determination of nonrecoverability), and further accompanied by related
Mortgagor operating statements and financial statements, budgets and rent rolls
of the related Mortgaged Property (to the extent available and/or in the Master
Servicer's or the Special Servicer's possession) and any engineers' reports,
environmental surveys or similar reports that the Master Servicer or the Special
Servicer may have obtained and that support such determination. If the Master
Servicer intends to obtain an appraisal in connection with the foregoing, the
Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer or the Special
Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance,
and the Master Servicer shall be entitled to conclusively rely on any
determination by the Special Servicer that a Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance; provided, however, that if the
Master Servicer or the Special Servicer has failed to make a Servicing Advance
for reasons other than a determination by the Master Servicer or the Special
Servicer, as applicable, that such Servicing Advance would be a Nonrecoverable
Advance or the Trustee, as applicable, shall make such Servicing Advance within
the time periods required by Section 3.12(a) unless the Trustee, in good faith,
makes a determination that such Servicing Advance would be a Nonrecoverable
Advance, if made; provided, further, that the Trustee and the Master Servicer
shall not make any Servicing Advance which the Special Servicer has determined
in accordance with the Servicing Standard would constitute a Nonrecoverable
Servicing Advance, if made. In addition, the Master Servicer and Special
Servicer shall consider Workout-Delayed Reimbursement Amounts in respect of
prior Servicing Advances on the applicable Mortgage Loan that have not been
repaid by the related Mortgagor for the purposes of nonrecoverability
determinations as if such amounts were unreimbursed Servicing Advances.

            (e) Notwithstanding anything set forth herein to the contrary, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an REO Property is involved) pay directly out of the
Pool Custodial Account or the related Loan Combination Custodial Account, as
applicable, any servicing expense that, if advanced by the Master Servicer or
the Special Servicer, would constitute a Nonrecoverable Servicing Advance;
provided that the Master Servicer (or the Special Servicer, if a Specially
Serviced Mortgage Loan or an REO Property is involved) has determined in
accordance with the Servicing Standard that making such payment, in the case of
withdrawals from the Pool Custodial Account, is in the best interests of the
Certificateholders (as a collective whole) or, in the case of a Loan Combination
Custodial Account, is in the best interests of the Certificateholders and, in
the case of a Serviced Loan Combination, the related Companion Loan Noteholders
(as a collective whole), as evidenced in each case by an Officer's Certificate
delivered promptly to the Trustee, the Depositor and the Controlling Class
Representative and, if affected thereby, the applicable Companion Loan
Noteholder, setting forth the basis for such determination and accompanied by
any information that such Person may have obtained that supports such
determination. A copy of any such Officer's Certificate (and accompanying
information) of the Master Servicer shall also be promptly delivered to the
Special Servicer, and a copy of any such Officer's Certificate (and accompanying
information) of the Special Servicer shall also be promptly delivered to the
Master Servicer. The Master Servicer may conclusively rely on any information in
this regard provided by the Special Servicer (if other than the Master Servicer
or an Affiliate thereof).

            (f) Notwithstanding anything to the contrary in this Agreement, the
Master Servicer shall not waive any fees that would be due or partially due to
the Special Servicer without the Special Servicer's consent and the Special
Servicer shall not waive any fees that would be due or partially due to the
Master Servicer without the Master Servicer's consent.

            (g) No more frequently than once per calendar month, the Special
Servicer may require the Master Servicer, and the Master Servicer shall be
obligated, subject to the second following paragraph, to reimburse the Special
Servicer for any Servicing Advances made by the Special Servicer, but not
previously reimbursed (whether pursuant to Section 3.05(a), this Section 3.12(g)
or otherwise) to the Special Servicer, and to pay the Special Servicer interest
thereon at the Reimbursement Rate from the date made to, but not including, the
date of reimbursement. Such reimbursement and any accompanying payment of
interest shall be made within ten (10) days of the request therefor by wire
transfer of immediately available funds to an account designated by the Special
Servicer. Upon the Master Servicer's reimbursement to the Special Servicer of
any Servicing Advance and payment to the Special Servicer of interest thereon,
all in accordance with this Section 3.12(g), the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the
same time as the Special Servicer originally made such Advance and shall be
entitled to reimbursement of such Advance, together with Advance Interest
thereon, at the same time, in the same manner and to the same extent as the
Master Servicer would otherwise have been entitled if it had actually made such
Servicing Advance.

            Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer (i) is required under any other provision of
this Agreement to direct the Master Servicer to make a Servicing Advance or (ii)
is otherwise aware a reasonable period in advance that it is reasonably likely
that the Special Servicer will incur a cost or expense that will, when incurred,
constitute a Servicing Advance, the Special Servicer shall (in the case of
clause (i) preceding), and shall use reasonable efforts to (in the case of
clause (ii) preceding), request that the Master Servicer make such Servicing
Advance, such request to be made in writing and in a timely manner that does not
materially and adversely affect the interests of any Certificateholder and at
least five (5) Business Days prior to the date on which such Servicing Advance
is first required to be made; provided, however, that the Special Servicer shall
have an obligation to make any emergency Advance or any other Servicing Advance
with respect to which it would, under the circumstances, be inconsistent with
the Servicing Standard for the Special Servicer to request that the Master
Servicer make such Servicing Advance (in lieu of making such Servicing Advance
itself and seeking reimbursement therefor as provided herein); and provided,
further, that the Special Servicer shall, with respect to Specially Serviced
Mortgage Loans and Serviced REO Properties, make any Servicing Advance that it
fails to timely request the Master Servicer to make. The Master Servicer shall
(subject to the following paragraph) have the obligation to make any such
Servicing Advance that it is requested by the Special Servicer to make within
five (5) Business Days of the Master Servicer's receipt of such request. Subject
to the foregoing, the Special Servicer shall be relieved of any obligations with
respect to a Servicing Advance that it timely requests the Master Servicer to
make (regardless of whether or not the Master Servicer shall make such Servicing
Advance), other than an emergency Advance or any other Servicing Advance with
respect to which it would, under the circumstances, be inconsistent with the
Servicing Standard for the Special Servicer to request that the Master Servicer
make such Servicing Advance (in lieu of making such Servicing Advance itself and
seeking reimbursement therefor as provided herein). The Master Servicer shall be
entitled to reimbursement for any Servicing Advance made by it at the direction
of the Special Servicer, together with Advance Interest thereon, at the same
time, in the same manner and to the same extent as the Master Servicer is
entitled with respect to any other Servicing Advance made thereby.

            Notwithstanding the foregoing provisions of this Section 3.12(g) or
any other provision of this Agreement to the contrary, the Master Servicer shall
not be required to reimburse the Special Servicer for, or make at the Special
Servicer's direction, any Servicing Advance if the Master Servicer determines in
its reasonable, good faith judgment that the Servicing Advance which the Special
Servicer is directing the Master Servicer to reimburse it for or make hereunder,
although not characterized by the Special Servicer as a Nonrecoverable Servicing
Advance, is or would be, if made, a Nonrecoverable Servicing Advance. The Master
Servicer shall notify the Special Servicer and the Trustee in writing of such
determination. Such notice shall not obligate the Special Servicer to make such
Servicing Advance.

            Section 3.13 Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

            (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after the
related Serviced Loan becomes a Specially Serviced Mortgage Loan and annually
thereafter for so long as the related Mortgage Loan remains a Specially Serviced
Mortgage Loan, the cost of which shall be paid by the Special Servicer and shall
be reimbursable to the Special Servicer as a Servicing Advance or, if such
Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the
Custodial Account as an Additional Trust Fund Expense. In addition, the Special
Servicer shall perform or cause to be performed a physical inspection of each of
the Serviced REO Properties at least once per calendar year, the cost of which
shall be paid by the Special Servicer and shall be reimbursable to the Special
Servicer as a Servicing Advance or, if such Servicing Advance would be a
Nonrecoverable Advance, shall be paid out of the Custodial Account as an
Additional Trust Fund Expense. Beginning in 2007, the Master Servicer shall at
its expense perform or cause to be performed a physical inspection of each
Mortgaged Property securing a Performing Serviced Loan: (i) at least once every
two (2) calendar years in the case of Mortgaged Properties securing Mortgage
Loans that have outstanding principal balances of (or Mortgaged Properties
having allocated loan amounts of) $2,000,000 or less; and (ii) at least once
every calendar year in the case of all other such Mortgaged Properties;
provided, that the Master Servicer will not be required to perform or cause to
be performed an inspection on a Mortgaged Property if such Mortgaged Property
has been inspected by the Master Servicer or the Special Servicer in the
preceding six (6) months. The Master Servicer and the Special Servicer shall
each promptly prepare or cause to be prepared and deliver to the Trustee and
each other a written report of each such inspection performed by it that sets
forth in detail the condition of the Mortgaged Property and that specifies the
existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of
which the Master Servicer or the Special Servicer, as applicable, is aware, (ii)
any change in the condition or value of the Mortgaged Property that the Master
Servicer or the Special Servicer, as applicable, in its reasonable, good faith
judgment, considers material, or (iii) any waste committed on the Mortgaged
Property. The Master Servicer and Special Servicer shall each forward copies of
any such inspection reports prepared by it to the Underwriters and the
Controlling Class Representative upon request, subject to payment of a
reasonable fee.

            (b) The Special Servicer, in the case of each Specially Serviced
Mortgage Loan and each REO Loan that was previously a Serviced Loan, and the
Master Servicer, in the case of each Performing Serviced Loan, shall each,
consistent with the Servicing Standard and to the extent permitted under the
Mortgage Loan Documents, use reasonable efforts to obtain quarterly, annual and
other periodic operating statements and rent rolls with respect to each of the
related Mortgaged Properties and REO Properties. The Special Servicer shall,
promptly following receipt, deliver copies of the operating statements and rent
rolls received or obtained by it to the Master Servicer, and the Master Servicer
shall promptly deliver copies of the operating statements and rent rolls
received or obtained by it to the Trustee, the Special Servicer or any
Controlling Class Certificateholder; provided that, with respect to the Loan
Combinations, the Master Servicer shall forward any of the foregoing financial
statements received with respect to the Loan Combination Mortgaged Properties to
the Trustee promptly upon receipt thereof without the Trustee having to make a
request, but only insofar as such financial statements are to be included in an
Annual Report on Form 10-K.

            Within thirty (30) days after receipt by the Master Servicer of any
annual operating statements with respect to any Mortgaged Property or REO
Property, the Master Servicer with respect to a Performing Mortgage Loan and the
Special Servicer with respect to a Specially Serviced Mortgage Loan shall
prepare or update a CMSA NOI Adjustment Worksheet for such Mortgaged Property or
REO Property (with, upon request, the annual operating statements attached
thereto as an exhibit) and the Master Servicer shall provide any such CMSA NOI
Adjustment Worksheet to the Trustee. With respect to a Specially Serviced
Mortgage Loan, the Special Servicer shall forward any such CMSA NOI Adjustment
Worksheet with respect to a Specially Serviced Mortgage Loan to the Master
Servicer so that the Master Servicer can send such information to the Trustee as
required pursuant to the preceding sentence.

            The Master Servicer with respect to a Performing Serviced Loan and
the Special Servicer with respect to a Specially Serviced Mortgage Loan shall
prepare and maintain one CMSA Operating Statement Analysis Report for each
Mortgaged Property and REO Property. The CMSA Operating Statement Analysis
Report for each such Mortgaged Property and REO Property is to be updated by the
Master Servicer or Special Servicer, as applicable, within thirty (30) days
after its receipt of updated operating statements for a Mortgaged Property or
REO Property, as the case may be. The Master Servicer or Special Servicer, as
applicable, shall use the "Normalized" column from the CMSA NOI Adjustment
Worksheet for any such Mortgaged Property or REO Property (other than the
Mortgaged Property securing a Non-Serviced Loan Combination), as the case may
be, to update and normalize the corresponding annual year end information in the
CMSA Operating Statement Analysis Report and shall use any annual operating
statements and related data fields received with respect to any such Mortgaged
Property or REO Property (other than the Mortgaged Property securing a
Non-Serviced Loan Combination), as the case may be, to prepare the CMSA NOI
Adjustment Worksheet for such property. Copies of CMSA Operating Statement
Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the
Trustee by the Master Servicer until such time as a Form 15 is filed with
respect to the Trust pursuant to Section 11.06, and are otherwise to be made
available by the Master Servicer to the Trustee, the Special Servicer or any
Controlling Class Certificateholder, in each case upon request. With respect to
a Specially Serviced Mortgage Loan, the Special Servicer shall forward any such
CMSA Operating Statement Analysis Reports with respect to a Specially Serviced
Mortgage Loan to the Master Servicer so that the Master Servicer can send such
information to the Trustee as required pursuant to the preceding sentence.

            (c) Not later than 2:00 p.m. (New York City time) on the first
Business Day after each Determination Date (each a "Special Servicer Reporting
Date"), the Special Servicer shall deliver or cause to be delivered to the
Master Servicer the CMSA Special Servicer Loan File with respect to the
Specially Serviced Mortgage Loans and any REO Properties.

            (d) Not later than 2:00 p.m. (New York City time) on the first
Business Day prior to each Distribution Date, the Master Servicer shall deliver
or cause to be delivered to the Trustee, and the Trustee shall on such
Distribution Date make copies available to the Rating Agencies, the Special
Servicer and, upon request, any Controlling Class Certificateholder: (i) the
most recent CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA
Mortgage Loan Level Reserve/LOC Report received from the Special Servicer
pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA
Financial File, CMSA Mortgage Loan Set-up File (if modified), CMSA Delinquent
Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff
Notification Report (in each case combining the reports prepared by the Special
Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with
information that is current as of the related Determination Date with respect to
the Mortgage Loans.

            If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
it shall forward such information in the form of a Supplemental Report to the
Trustee in accordance with Section 4.02(a).

            (e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.13(c) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee (and the Trustee shall make available,
upon request, to the Special Servicer and any Controlling Class
Certificateholder) the reports set forth in Section 3.13(d) in an electronic
format reasonably acceptable to the Master Servicer and the Trustee. The Master
Servicer may, absent manifest error, conclusively rely on the reports to be
provided by the Special Servicer pursuant to Section 3.13(c). The Master
Servicer may, absent manifest error, conclusively rely on the reports to be
provided by the applicable Lead Master Servicer pursuant to the applicable Lead
PSA. The Trustee may, absent manifest error, conclusively rely on the reports to
be provided by the Master Servicer pursuant to Section 3.13(d). In the case of
information or reports to be furnished by the Master Servicer to the Trustee
pursuant to Section 3.13(d), to the extent that such information is based on
reports to be provided by the Special Servicer pursuant to Section 3.13(c)
and/or that such reports are to be prepared and delivered by the Special
Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the
Special Servicer are not the same Person or Affiliates, the Master Servicer
shall have no obligation to provide such information or reports until it has
received such information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the
reports required by Section 3.13(d) caused by the Special Servicer's failure to
timely provide any report required under Section 3.13(c) of this Agreement.

            (f) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.13, including
the calculations made therein, shall be done in accordance with CMSA standards
to the extent applicable thereto.

            (g) The Master Servicer, shall, upon reasonable request of Artesia,
deliver copies to Artesia (at their expense) of operating statements and
financial statements relating to Artesia Mortgage Loans, except to the extent it
is prohibited from doing so by applicable law or contract or to the extent such
information is subject to a privilege under applicable law to be asserted on
behalf of Artesia. The Master Servicer may condition such delivery upon Artesia
entering into a reasonable and customary confidentiality agreement reasonably
acceptable to the Master Servicer and Artesia regarding such delivery.

            Section 3.14 Delivery of Certain Reports to the Companion Loan
Noteholders.

            (a) The Master Servicer and the Special Servicer shall each promptly
prepare or cause to be prepared and deliver to each Companion Loan Noteholder a
written report (in physical or electronic form), prepared in the manner set
forth in Section 3.13, of each inspection performed by it with respect to the
related Loan Combination Mortgaged Properties (other than the Mortgaged Property
securing the Non-Serviced Loan Combinations, which are serviced under the
applicable Lead PSA).

            The Master Servicer shall promptly deliver to each Companion Loan
Noteholder (in either physical or electronic form): (i) copies of operating
statements and rent rolls; (ii) upon request, annual CMSA NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CMSA
Operating Statement Analysis Reports, in each case prepared, received or
obtained by it pursuant to Section 3.13 with respect to the related Loan
Combination Mortgaged Properties (other than the Mortgaged Property securing the
Non-Serviced Loan Combination, which are serviced under the applicable Lead
PSA).

            (a) If the Loans forming the Loan Combinations constitute Specially
Serviced Mortgage Loans, or if the Loan Combination Mortgaged Properties have
become REO Properties, then each calendar month, not later than 2:00 p.m. (New
York City time) on the second Business Day prior to each Determination Date, the
Special Servicer shall deliver or cause to be delivered to the Master Servicer
the following reports with respect to the Loan Combinations and/or the Loan
Combination Mortgaged Properties, providing the required information as of the
end of the preceding calendar month: (i) a CMSA Property File (or similar report
satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial
Status Report (or similar report satisfactory to the Master Servicer). If the
Loans forming the Loan Combinations constitute Specially Serviced Mortgage
Loans, or if the Loan Combination Mortgaged Properties have become REO
Properties, then each calendar month, not later than 2:00 p.m. (New York City
time) on the second Business Day prior to the Master Servicer Remittance Date in
such month, the Special Servicer shall deliver or cause to be delivered to the
Master Servicer such of the following reports as may be relevant with respect to
the Loan Combinations and/or the Loan Combination Mortgaged Properties: (i) a
CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report,
(iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report;
and (iv) a CMSA REO Status Report.

            (b) Not later than 2:00 p.m. (New York City time) on the Loan
Combination Remittance Date, the Master Servicer shall, with respect to the
Serviced Loan Combinations, prepare all Loan Combination Servicing Reports as
may be relevant and that are not otherwise required to be prepared by the
Special Servicer pursuant to Section 3.14(b). The Master Servicer shall include
on one of such reports updated information as of the applicable Determination
Date regarding the amount of accrued and unpaid interest on Advances in
accordance with Section 3.12(b), 4.03(d) and/or 4.03A(d), such information to be
presented on a loan-by-loan basis.

            The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.14(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer pursuant to Section 3.14(b). In the case of information or
reports to be furnished by the Master Servicer to the applicable Companion Loan
Noteholder pursuant to Section 3.15(a), to the extent that such information is
based on reports to be provided by the Special Servicer pursuant to Section
3.14(b) and/or that such reports are to be prepared and delivered by the Special
Servicer pursuant to Section 3.14(b), so long as the Master Servicer and the
Special Servicer are not the same Person or Affiliates, the Master Servicer
shall have no obligation to provide such information or reports until it has
received such information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the
reports required by Section 3.15(a) caused by the Special Servicer's failure to
timely provide any report required under Section 3.14(b) of this Agreement.

            Section 3.15 Statements to the Companion Loan Noteholders.

            (a) On each Loan Combination Remittance Date, the Master Servicer
shall forward to each Companion Loan Noteholder (other than the holders of the
Non-Serviced Companion Loans with respect to which such holders will receive
similar reports from the applicable Lead Master Servicer under the applicable
Lead PSA) all Loan Combination Servicing Reports prepared with respect to the
related Loan Combination, pursuant to Section 3.14, during the calendar month in
which such applicable Master Servicer Remittance Date occurs.

            (b) The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.15(a) to the
extent it receives the necessary underlying information from the Special
Servicer and shall not be liable for its failure to deliver such statements,
reports and information on the prescribed due dates, to the extent caused by the
failure of the Special Servicer to deliver timely such underlying information.
Nothing herein shall obligate the Master Servicer or the Special Servicer to
violate any applicable law prohibiting disclosure of information with respect to
the related Mortgagor, and the failure of the Master Servicer or the Special
Servicer to disseminate information for such reason shall not be a breach
hereunder.

            Absent manifest error of which it has actual knowledge, neither the
Master Servicer nor the Special Servicer shall be responsible for the accuracy
or completeness of any information supplied to it by a Mortgagor, the Depositor,
a Mortgage Loan Seller or third party that is included in any reports,
statements, materials or information prepared or provided by the Master Servicer
or the Special Servicer, as applicable, pursuant to this Agreement. Neither the
Master Servicer nor the Special Servicer shall have any obligation to verify the
accuracy or completeness of any information provided by a Mortgagor, the
Depositor, a Mortgage Loan Seller, a third party or each other.

            Section 3.16 Access to Certain Information.

            Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, the Companion Loan Noteholders and any Certificate Owner
(identified as such to the reasonable satisfaction of the Master Servicer or the
Special Servicer, as the case may be), and to the OTS, the FDIC and any other
banking or insurance regulatory authority that may exercise authority over any
Certificateholder, Certificate Owner or Companion Loan Noteholder (identified as
such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be), access to any records regarding the Serviced
Loans and the servicing thereof within its control (which access shall be
limited, in the case of the Companion Loan Noteholders or any regulatory
authority seeking such access in respect of the Companion Loan Noteholders, to
records relating to the Companion Loans), except to the extent it is prohibited
from doing so by applicable law or contract or to the extent such information is
subject to a privilege under applicable law to be asserted on behalf of the
Certificateholders or the Companion Loan Noteholders. Such access shall be
afforded only upon reasonable prior written request and during normal business
hours at the offices of the Master Servicer or the Special Servicer, as the case
may be, designated by it.

            In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the
Companion Loan Noteholders or any regulatory authority that may exercise
authority over a Certificateholder, a Certificate Owner or Companion Loan
Noteholder, the Master Servicer and the Special Servicer may each require
payment from such Certificateholder, Certificate Owner or Companion Loan
Noteholder of a sum sufficient to cover the reasonable costs and expenses of
providing such information or access, including copy charges and reasonable fees
for employee time and for space; provided that no charge may be made if such
information or access was required to be given or made available under
applicable law. In connection with providing Certificateholders and Certificate
Owners access to the information described in the preceding paragraph, the
Master Servicer and the Special Servicer shall require (prior to affording such
access) a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the
Special Servicer, as the case may be, generally to the effect that such Person
is a Holder of Certificates or a beneficial holder of Book-Entry Certificates
and will keep such information confidential.

            Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Certificate Owner)
copies of any operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer shall require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

            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
the 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.

            Section 3.17 Title to REO Property; REO Accounts.

            (a) If title to any Mortgaged Property with respect to a Serviced
Loan is acquired, the deed or certificate of sale shall be issued to the Trustee
or its nominee on behalf of the Certificateholders and, in the case of a Loan
Combination Mortgaged Property, on behalf of the related Companion Loan
Noteholders. If, pursuant to Section 3.09(a), the Special Servicer formed or
caused to be formed, at the expense of the Trust, a single member limited
liability company (of which the Trust is the sole member) for the purpose of
taking title to one or more Serviced REO Properties pursuant to this Agreement,
then (subject to the interests of any affected Companion Loan Noteholder) the
deed or certificate of sale with respect to any such REO Property shall be
issued to such single member limited liability company. The limited liability
company shall be a manager-managed limited liability company, with the Special
Servicer to serve as the initial manager to manage the property of the limited
liability company, including any applicable REO Property, in accordance with the
terms of this Agreement as if such property was held directly in the name of the
Trust or Trustee under this Agreement.

            The Special Servicer, on behalf of the Trust Fund and any affected
Companion Loan, shall sell any REO Property by the end of the third calendar
year following the calendar year in which the Lower-Tier REMIC or related Loan
REMIC acquires ownership of its proportionate interest in such REO Property for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies, more than sixty (60) days prior to the end of such third succeeding
year, for and is granted an extension of time (an "REO Extension") by the IRS to
sell such REO Property or (ii) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee, the Special Servicer and the Master Servicer, to the
effect that the holding by the Lower-Tier REMIC or related Loan REMIC of its
proportionate interest in such REO Property subsequent to the end of such third
succeeding year will not result in the imposition of taxes on "prohibited
transactions" (as defined in Section 860F of the Code) of any REMIC Pool or
cause any REMIC Pool to fail to qualify as a REMIC at any time that any
Certificates are outstanding. In the case of the Trust's beneficial interest in
a Mortgaged Property acquired under the related Lead PSA, the Special Servicer
shall coordinate with the related Lead Special Servicer with respect to any REO
Extension on behalf of the Lower-Tier REMIC or related Loan REMIC. If the
Special Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell the subject REO Property within such extended period as is permitted by
such REO Extension or such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its obtaining the REO
Extension contemplated by clause (i) of the second preceding sentence or its
obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, or for the creation of and the operating of a single member
limited liability company, shall be covered by, and reimbursable as, a Servicing
Advance.

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any Serviced REO Property separate and
apart from its own funds and general assets. If an REO Acquisition shall occur
in respect of any Mortgaged Property (other than any Loan Combination Mortgaged
Property), the Special Servicer shall establish and maintain one or more
accounts (collectively, the "Pool REO Account"), held on behalf of the Trustee
in trust for the benefit of the Certificateholders, for the retention of
revenues and other proceeds derived from each Serviced REO Property (other than
any Loan Combination REO Properties). If such REO Acquisition occurs with
respect to the Loan Combination Mortgaged Properties, the Special Servicer shall
establish an REO Account solely with respect to each such property (each, a
"Loan Combination REO Account"), to be held for the benefit of the
Certificateholders and the applicable Companion Loan Noteholder. The Pool REO
Account and each Loan Combination REO Account shall each be an Eligible Account.
The Special Servicer shall deposit, or cause to be deposited, in the related REO
Account, upon receipt, all REO Revenues, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received in respect of any Serviced REO
Property. Funds in an REO Account may be invested in Permitted Investments in
accordance with Section 3.06. The Special Servicer shall be entitled to make
withdrawals from an REO Account to pay itself, as additional special servicing
compensation in accordance with Section 3.11(c), interest and investment income
earned in respect of amounts held in such REO Account as provided in Section
3.06(b) (but only to the extent of the Net Investment Earnings with respect to
such REO Account for any Collection Period). The Special Servicer shall give
notice to the Trustee and the Master Servicer of the location of each REO
Account, and shall give notice to the related Companion Loan Noteholders of the
location of any related Loan Combination REO Account, in each case when first
established and of the new location of any such REO Account prior to any change
thereof.

            (c) The Special Servicer shall withdraw from the related REO Account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any Serviced REO Property, but only to the extent of amounts on
deposit in the REO Account relating to such REO Property. On the Business Day
following each Determination Date, the Special Servicer shall withdraw from each
REO Account and deposit into the corresponding Custodial Account (or deliver to
the Master Servicer or such other Person as may be designated by the Master
Servicer for deposit into the corresponding Custodial Account) the aggregate of
all amounts received in respect of each Serviced REO Property during the
Collection Period ending on such Determination Date, net of any withdrawals made
out of such amounts pursuant to the preceding sentence; provided that the
Special Servicer may retain in an REO Account such portion of proceeds and
collections in respect of any related REO Property as may be necessary to
maintain a reserve of sufficient funds for the proper operation, management,
leasing, maintenance and disposition of such REO Property (including the
creation of a reasonable reserve for repairs, replacements, necessary capital
replacements and other related expenses), such reserve not to exceed an amount
sufficient to cover such items to be incurred during the following twelve-month
period. For purposes of the foregoing, the Pool REO Account and applicable Loan
Combination REO Account correspond to the Pool Custodial Account and the
applicable Loan Combination Custodial Account, respectively.

            (d) The Special Servicer shall keep and maintain separate records,
on a loan-by-loan basis, for the purpose of accounting for all deposits to, and
withdrawals from, each REO Account pursuant to Section 3.17(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

            Section 3.18 Management of Serviced REO Property.

            (a) Prior to the acquisition by it of title to a Mortgaged Property
with respect to a Serviced Loan, the Special Servicer shall review the operation
of such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

            (i) None of the income from Directly Operating such Mortgaged
      Property as Serviced REO Property would be subject to tax as "net income
      from foreclosure property" within the meaning of the REMIC Provisions
      (such tax referred to herein as an "REO Tax"), then such Mortgaged
      Property may be Directly Operated by the Special Servicer (other than the
      holding of such Mortgaged Property for sale to customers in the ordinary
      course of trade or business or the performance of any construction work
      thereon) as REO Property;

            (ii) Directly Operating such Mortgaged Property as Serviced REO
      Property could result in income from such property that would be subject
      to an REO Tax, but that a lease of such property to another party to
      operate such property, or the performance of some services by an
      Independent Contractor with respect to such property, or another method of
      operating such property would not result in income subject to an REO Tax,
      then the Special Servicer may (provided, that in the good faith and
      reasonable judgment of the Special Servicer, it is commercially
      reasonable) acquire such Mortgaged Property as REO Property and so lease
      or operate such REO Property; or

            (iii) It is reasonable to believe that Directly Operating such
      Mortgaged Property as Serviced REO Property could result in income subject
      to an REO Tax and that no commercially reasonable means exists to operate
      such property as REO Property without the Trust Fund incurring or possibly
      incurring an REO Tax on income from such property, the Special Servicer
      shall deliver to the Tax Administrator, in writing, a proposed plan (the
      "Proposed Plan") to manage such property as REO Property. Such plan shall
      include potential sources of income, and, to the extent reasonably
      possible, estimates of the amount of income from each such source. Upon
      request of the Special Servicer, the Tax Administrator shall advise the
      Special Servicer of the Tax Administrator's federal income tax reporting
      position with respect to the various sources of income that the Trust Fund
      would derive under the Proposed Plan. After receiving the information
      described in the preceding sentence from the Tax Administrator, the
      Special Servicer shall either (A) implement the Proposed Plan (after
      acquiring the respective Mortgaged Property as REO Property), with any
      amendments required to be made thereto as a result of the Tax
      Administrator's tax reporting position or (B) manage and operate such
      property in a manner that would not result in the imposition of an REO Tax
      on income derived from such property.

            The Special Servicer's decision as to how each Serviced REO
Property, shall be managed and operated shall be based on the Servicing Standard
and, further, based on the good faith and reasonable judgment of the Special
Servicer as to which means would be in the best interest of the
Certificateholders (or in the case of a Loan Combination REO Property, in the
best interest of the Certificateholders and the applicable Companion Loan
Noteholders (as a collective whole)) by maximizing (to the extent commercially
reasonable and consistent with Section 3.18(b)) the net after-tax REO Revenues
received by the Trust Fund with respect to such property without materially and
adversely affecting the Special Servicer's ability to promptly sell the Serviced
REO Property in accordance with this Agreement and, to the extent consistent
with the foregoing, in accordance with the Servicing Standard. Neither the
Special Servicer nor the Tax Administrator shall be liable to the
Certificateholders, the Trust Fund, the other parties hereto or each other for
errors in judgment made in good faith in the reasonable exercise of their
discretion while performing their duties under this Section 3.18 except as
provided in Section 6.03. In connection with performing their respective duties
under this Section 3.18(a), both the Special Servicer and the Tax Administrator
may consult with counsel and tax accountants, the reasonable cost of which
consultation shall be covered by, and be reimbursable as, a Servicing Advance to
be made by the Special Servicer.

            (b) If title to any Serviced REO Property, is acquired, the Special
Servicer shall manage, conserve, protect and operate such REO Property for the
benefit of the Certificateholders (or in the case of a Loan Combination REO
Property, in the best interest of the Certificateholders and the applicable
Companion Loan Noteholders (as a collective whole)) solely for the purpose of
its prompt disposition and sale in a manner that does not and will not: (i)
cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the
Code; or (ii) except as contemplated by Section 3.18(a), either result in the
receipt by any REMIC Pool of any "income from non-permitted assets" within the
meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC
Event. Subject to the foregoing, however, the Special Servicer shall have full
power and authority to do any and all things in connection therewith as are
consistent with the Servicing Standard and, consistent therewith, shall withdraw
from the applicable REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation,
management, maintenance and disposition of such REO Property, including:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property; and

            (iv) all costs and expenses necessary to maintain, lease, sell,
      protect, manage, operate and restore such REO Property.

            To the extent that amounts on deposit in the applicable REO Account
in respect of any Serviced REO Property are insufficient for the purposes set
forth in the preceding sentence with respect to such REO Property, the Special
Servicer, shall make Servicing Advances in such amounts as are necessary for
such purposes unless the Special Servicer determines, in accordance with the
Servicing Standard, that such payment would be a Nonrecoverable Advance;
provided, however, that the Special Servicer may make any such Servicing Advance
without regard to recoverability if it is a necessary fee or expense incurred in
connection with the defense or prosecution of legal proceedings. The Special
Servicer shall notify the Master Servicer if it shall have made any such
Servicing Advance within the previous 30-day period.

            (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any Serviced REO Property:

            (i) enter into, renew or extend any New Lease with respect to such
      REO Property, if the New Lease, by its terms would give rise to any income
      that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on such REO Property,
      other than the completion of a building or other improvement thereon, and
      then only if more than 10% of the construction of such building or other
      improvement was completed before default on the related Mortgage Loan
      became imminent, all within the meaning of Section 856(e)(4)(B) of the
      Code; or

            (iv) Except as provided in Section 3.18(a)(i), Directly Operate, or
      allow any other Person, other than an Independent Contractor, to Directly
      Operate any Mortgaged Property as REO Property on any date more than
      ninety (90) days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Special Servicer, as a Servicing
Advance, or, if such Servicing Advance would be a Nonrecoverable Advance, shall
be paid out of the Custodial Account as an Additional Trust Fund Expense) to the
effect that such action would not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code for
purposes of Section 860D(a) of the Code at any time that it is held by the
Lower-Tier REMIC or related Loan REMIC, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.

            (d) The Special Servicer may, and if so required to prevent the REO
Property from failing to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code, shall contract with any Independent Contractor
for the operation and management of any Serviced REO Property (including the
requirements for establishing REO Accounts), provided that:

            (i) the terms and conditions of any such contract shall not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be
      expenses of the Trust Fund or with respect to any Serviced Loan
      Combination REO Property such fees shall be netted out of collections on
      such Serviced Loan Combination Group REO Property prior to their being
      remitted to the Special Servicer) shall be reasonable and customary in
      consideration of the nature and locality of such REO Property;

            (iii) except as permitted under Section 3.18(a), any such contract
      shall require, or shall be administered to require, that the Independent
      Contractor, in a timely manner, (A) pay out of related REO Revenues all
      costs and expenses incurred in connection with the operation and
      management of such REO Property, including those listed in Section 3.18(b)
      above, and (B) except to the extent that such revenues are derived from
      any services rendered by the Independent Contractor to tenants of such REO
      Property that are not customarily furnished or rendered in connection with
      the rental of real property (within the meaning of Treasury Regulations
      Section 1.856-4(b)(5)), remit all related revenues collected (net of its
      fees and such costs and expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.18(d) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of such
      REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations under Section 3.17 and this Section 3.18 for indemnification of
the Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.18(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.23.

            Section 3.19 Sale of Mortgage Loans and REO Properties.

            (a) The Master Servicer, the Special Servicer or the Trustee shall
sell or purchase, or permit the sale or purchase of, a Mortgage Loan or REO
Property only (i) on the terms and subject to the conditions set forth in this
Section 3.19, (ii) as otherwise expressly provided in or contemplated by
Sections 2.03(a) and 9.01 of this Agreement, (iii) in the case of the Loan
Combinations, subject to the requirements of, and Companion Loan Noteholder
rights set forth in, in the related Co-Lender Agreement, and (iv) in the case of
a Mortgage Loan with a related mezzanine loan, in connection with a Mortgage
Loan default as set forth in the related intercreditor agreement.

            (b) The Special Servicer, any single Holder or any group of
Certificateholders evidencing a majority of the Voting Rights allocated to the
Controlling Class and any assignees (other than an assignee whose purchase of
such Specially Serviced Mortgage Loan would violate the terms of any related
mezzanine loan intercreditor agreement or Co-Lender Agreement) of the foregoing
parties (collectively, the "Purchase Option Holders") shall each have the option
to purchase a Specially Serviced Mortgage Loan at a cash price that is at least
equal to the Purchase Price. In addition, if such Specially Serviced Mortgage
Loan is part of a Loan Combination as to which there is a Pari Passu Companion
Loan that has been securitized, the Special Servicer shall also send a copy of
the notice described above to the trustee under the related pooling and
servicing agreement.

            (c) If none of the Purchase Option Holders exercises its option to
purchase any Specially Serviced Mortgage Loan as described in subsection (b)
above, then each Purchase Option Holder (other than an assignee whose purchase
of such Specially Serviced Mortgage Loan would violate the terms of any related
mezzanine loan intercreditor agreement or co-lender agreement) will also have
the option to purchase that Specially Serviced Mortgage Loan at a price equal to
the fair value of such Specially Serviced Mortgage Loan (the "FV Price"). Any
single Certificateholder or group of Certificateholders evidencing a majority of
the Voting Rights allocated to the Controlling Class shall have the exclusive
right to purchase the related Specially Serviced Mortgage Loan for sixty (60)
days after receipt of the Special Servicer's report of such FV Price.

            Upon receipt of a request from any Purchase Option Holder to
determine the FV Price in contemplation of its intention to exercise its option
to purchase a Specially Serviced Mortgage Loan at a price that is below the
Purchase Price, the Special Servicer shall promptly obtain an MAI appraisal of
the related Mortgaged Property by an Independent Appraiser (unless such an
appraisal was obtained within one year of such date and the Special Servicer has
no knowledge of any circumstances that would materially affect the validity of
such appraisal). Promptly after obtaining such appraisal, the Special Servicer
shall determine the FV Price in accordance with the Servicing Standard and the
provisions of subsection (i) below. Promptly after determining the FV Price, the
Special Servicer shall report such FV Price to the Trustee and each Purchase
Option Holder.

            With respect to any Serviced Loan Combination, the Purchase Option
Holders will only have the right to purchase the related Loan Combination Trust
Mortgage Loan. With respect to each such Specially Serviced Mortgage Loan that
is part of a Loan Combination as to which there is a Pari Passu Companion Loan
that has been securitized, the Special Servicer shall also send a copy of the
notice containing the FV Price described above to the parties under the related
pooling and servicing agreement that have the equivalent rights as the Purchase
Option Holders under this Agreement.

            With respect to each of the Non-Serviced Trust Loans, this Section
3.19 shall be subject to the terms of the related Lead PSA and Co-Lender
Agreement, provided that any rights of any Persons to exercise its option to
purchase such Loan Combination Trust Mortgage Loans shall be calculated in
accordance with the terms of the related Lead PSA and the related Co-Lender
Agreement by the parties specified therein (and the Trust shall sell such Loan
Combination Trust Mortgage Loan in compliance with such terms). Any proceeds
from such sale of a Non-Serviced Trust Loan pursuant to the exercise of such
option shall be treated for purposes of this Agreement in the same manner as
funds received in connection with the sale of any Serviced Loan Combination
Trust Mortgage Loan in accordance with the provisions of this Section 3.19.

            (d) In the event that the Special Servicer determines that it is
willing, or another Purchase Option Holder notifies the Special Servicer that it
is willing, to purchase any Specially Serviced Mortgage Loan (the party
submitting such bid, the "Initial Bidder") at a price equal to or above the FV
Price (a "FV Bid"), the Special Servicer shall notify all other Purchase Option
Holders that it has made or received, as the case may be, such FV Bid (without
disclosing the amount of such FV Bid). All other Purchase Option Holders may
submit competing bids within the ten Business Day period following such notice.
At the conclusion of the above-described ten Business Day period, the Special
Servicer shall accept the highest bid received from any Purchase Option Holder
that is at least equal to the FV Price.

            (e) If the Special Servicer accepts the bid of any Purchase Option
Holder, such Purchase Option Holder shall be required to purchase the subject
Specially Serviced Mortgage Loan within ten (10) Business Days of receipt of
notice of such acceptance.

            (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of one hundred twenty (120) days from the Special Servicer's most
recent determination of the FV Price and thereafter receives a FV Bid or a
request from a Purchase Option Holder for an updated FV Price, the Special
Servicer shall within forty-five (45) days recalculate the FV Price (with no
presumption that such FV Price should be reduced on account of the lack of an FV
Bid) and repeat the notice and bidding procedure provided in subsection (d)
above until the purchase option terminates under subsection (j) below. In
connection with such recalculation, the Special Servicer may obtain an updated
Appraisal if it determines that market conditions or conditions at the mortgaged
property warrant an updated Appraisal. In addition, the Special Servicer shall
recalculate the FV Price of any Mortgage Loan if there has been a material
change in circumstances of which the Special Servicer is aware or the Special
Servicer has received new information, either of which has a material effect on
the fair value.

            (g) If the party exercising the purchase option at the FV Price for
any Specially Serviced Mortgage Loan is the Special Servicer or an Affiliate
thereof, the Trustee shall verify that the FV Price is at least equal to the
fair value of such Mortgage Loan. In determining whether the FV Price is at
least equal to the fair value of such Mortgage Loan the Trustee will be
permitted to conclusively rely on an appraisal obtained by the Trustee from an
Independent Appraiser at the time it is required to verify the FV Price and/or
the opinion of an Independent expert in real estate matters (including the
Master Servicer) with at least five (5) years' experience in valuing or
investing in loans, similar to such Mortgage Loan, that has been selected by the
Trustee with reasonable care at the expense of the Trust Fund.

            (h) Any Purchase Option Holder may, once such option is exercisable,
assign its purchase option with respect to any Specially Serviced Mortgage Loan
to a third party other than another Purchase Option Holder or any Person whose
purchase of such Specially Serviced Mortgage Loan would violate any restrictions
contained in any mezzanine intercreditor agreement or any Co-Lender Agreement
and upon such assignment such third party shall have all of the rights that had
been granted to the Purchase Option Holder hereunder in respect of the purchase
option. Such assignment shall only be effective upon written notice (together
with a copy of the executed assignment and assumption agreement) being delivered
to the Trustee, the Master Servicer and the Special Servicer.

            (i) Subject to Section 3.09 and the other provisions of this Section
3.19, in determining the FV Price for any Specially Serviced Mortgage Loan, the
Special Servicer may take into account, among other factors, the results of any
appraisal or updated appraisal that it or the Master Servicer may have obtained
in accordance with this Agreement within the prior twelve (12) months; the
opinions on fair value expressed by Independent investors in mortgage loans
comparable to the subject Specially Serviced Mortgage Loan; the period and
amount of any delinquency on the subject Specially Serviced Mortgage Loan; the
physical condition of the related Mortgaged Property; the state of the local
economy; and the expected recoveries from the subject Specially Serviced
Mortgage Loan if the Special Servicer were to pursue a workout or foreclosure
strategy instead of selling such Mortgage Loan to a Purchase Option Holder.

            (j) The purchase option for any Specially Serviced Mortgage Loan
pursuant to this Section 3.19 shall terminate, and shall not be exercisable as
set forth in subsections (b) and (c) above (or if exercised, but the purchase of
the subject Mortgage Loan has not yet occurred, shall terminate and be of no
further force or effect) if and when (i) such Specially Serviced Mortgage Loan
has become a Corrected Mortgage Loan, (ii) the related Mortgaged Property has
become an REO Property or (iii) a Final Recovery Determination has been made
with respect to such Specially Serviced Mortgage Loan.

            (k) Until such time as an FV Bid is accepted and the related
Specially Serviced Mortgage Loan is sold in connection therewith, the Special
Servicer shall continue to pursue all of the other resolution options available
to it with respect to the Specially Serviced Mortgage Loan in accordance with
the Servicing Standard.

            (l) Notwithstanding anything to the contrary herein, the holders of
the related Companion Loan shall be entitled to purchase the related Loan
Combination Trust Mortgage Loans in accordance with the terms and conditions set
forth in the related Co-Lender Agreement, even after it has been purchased out
of the Trust Fund pursuant to this Section 3.19. The rights of the Trust as
holder of the Ala Moana Portfolio Non-Pooled Trust Loan to purchase and/or cure
defaults under the Ala Moana Portfolio Pooled Trust Loan and/or any Ala Moana
Portfolio Pari Passu Companion Loans or Ala Moana Portfolio Subordinate
Companion Loans pursuant to the related Co-Lender Agreement are hereby assigned
to the Class AMP-E Representative; provided that the Class AMP-E Representative
may exercise such rights only in its individual capacity and not on behalf of
the Trust. The Special Servicer shall determine the price to be paid in
accordance with the terms of the related Co-Lender Agreement in connection with
any such purchase and shall provide such notices to the appropriate Companion
Loan Noteholders and, in the case of the Ala Moana Portfolio Loan Combination,
the Class AMP-E Representative, as are required by the related Co-Lender
Agreement in connection with each such holders' purchase rights.

            (m) Any purchase of a Specially Serviced Mortgage Loan that is
purchased pursuant to this Section 3.19 will remain subject to the cure and
purchase rights of, in each case if applicable, the related Companion Loan
Noteholders as set forth in the related Co-Lender Agreement and any holder of a
related mezzanine loan in connection with a Loan default as set forth in the
related intercreditor agreement.

            (n) The Special Servicer shall use its best efforts to solicit bids
for each REO Property in such manner that is in accordance with the Servicing
Standard and that is within the time period provided for by Section 3.17(a).
Subject to Section 6.11, the Special Servicer shall accept the first (and, if
multiple bids are received contemporaneously or subsequently, the highest) cash
bid received from any Person that constitutes a fair price for such REO
Property, as determined pursuant to Section 3.19(q). If the Special Servicer
reasonably believes that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.17(a), then (subject
to Section 6.11) the Special Servicer shall dispose of such REO Property upon
such terms and conditions as the Special Servicer shall deem necessary and
desirable to maximize the recovery thereon under the circumstances and, in
connection therewith, shall accept the highest outstanding cash bid, regardless
of from whom received.

            (o) The Special Servicer shall give the Trustee and the Depositor
written notice of its intention to sell any REO Property pursuant to this
Section 3.19 at least five Business Days prior thereto.

            (p) No Interested Person shall be obligated to submit a bid to
purchase any REO Property, and notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may
bid for or purchase any REO Property pursuant hereto.

            (q) Whether any cash bid constitutes a fair price for any REO
Property for purposes of this Section 3.19, shall be determined by the Special
Servicer or, if such cash bid is from an Interested Person, by the Trustee. In
determining whether any bid received from an Interested Person represents a fair
price for any REO Property, the Trustee shall be supplied with and shall be
entitled to rely on the most recent appraisal in the related Servicing File
conducted in accordance with this Agreement within the preceding 12-month period
(or, in the absence of any such appraisal or if there has been a material change
at the subject property since any such appraisal, on a new appraisal to be
obtained by the Special Servicer (the cost of which shall be covered by, and be
reimbursable as, a Servicing Advance)). The appraiser conducting any such new
appraisal shall be an Independent Appraiser selected by the Special Servicer if
neither the Special Servicer nor any Affiliate thereof is bidding with respect
to an REO Property and selected by the Trustee if either the Special Servicer or
any Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted to it (and, if the Special Servicer or any Affiliate
thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any REO Property, the Special Servicer shall take
into account the results of any appraisal or updated appraisal that it or the
Master Servicer may have obtained in accordance with this Agreement within the
prior twelve (12) months, and any Independent Appraiser shall be instructed to
take into account, as applicable, among other factors, the occupancy level and
physical condition of the subject REO Property, the state of the local economy
and the obligation to dispose of the subject REO Property within the time period
specified in Section 3.17(a). The Purchase Price for any REO Property shall in
all cases be deemed a fair price. Notwithstanding the other provisions of this
Section 3.19, no cash bid from the Special Servicer or any Affiliate thereof
shall constitute a fair price for any REO Property unless such bid is the
highest cash bid received and at least two independent bids (not including the
bid of the Special Servicer or any Affiliate) have been received. In the event
the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received and
the original bid of the Special Servicer or any Affiliate thereof is the highest
of all cash bids received, then the bid of the Special Servicer or such
Affiliate shall be accepted, provided that the Trustee has otherwise determined,
as provided above in this Section 3.19(q), that such bid constitutes a fair
price for any REO Property. Any bid by the Special Servicer shall be
unconditional; and, if accepted, the subject REO Property shall be transferred
to the Special Servicer without recourse, representation or warranty other than
customary representations as to title given in connection with the sale of a
real property.

            (r) Subject to Sections 3.19(a) through 3.19(g) above, and further
subject to Section 6.11, the Special Servicer shall act on behalf of the Trustee
in negotiating with independent third parties seeking to purchase an REO
Property and taking any other action necessary or appropriate in connection with
the sale of any Specially Serviced Mortgage Loan or REO Property pursuant to
this Section 3.19, and the collection of all amounts payable in connection
therewith. In connection therewith, the Special Servicer may charge prospective
bidders for any REO Property, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to, or evaluating bids for, such REO Property without obligation to
deposit such amounts into the Pool Custodial Account. Any sale of a Specially
Serviced Mortgage Loan or an REO Property pursuant to this Section 3.19 shall be
final and without recourse to the Trustee or the Trust, and if such sale is
consummated in accordance with the terms of this Agreement, neither the Special
Servicer nor the Trustee shall have any liability to any Certificateholder with
respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.

            (s) Any sale of a Specially Serviced Mortgage Loan or an REO
Property pursuant to this Section 3.19 shall be for cash only and shall be on a
servicing released basis.

            Section 3.20 Additional Obligations of the Master Servicer;
Obligations to Notify Ground Lessors; the Special Servicer's Right to Request
the Master Servicer to Make Servicing Advances.

            (a) The Master Servicer shall deliver to the Trustee for deposit in
the Distribution Account on each Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount equal to the lesser of (i) the
aggregate amount of all Prepayment Interest Shortfalls, if any, incurred in
connection with Principal Prepayments received during the most recently ended
Collection Period with respect to Performing Serviced Loans in the Mortgage Pool
and (ii) the aggregate of all Master Servicing Fees received by the Master
Servicer during such Collection Period with respect to the entire Mortgage Pool
(but only to the extent of that portion thereof calculated at a rate of 0.01%
per annum with respect to each and every Serviced Loan and each and every REO
Mortgage Loan that was previously a Serviced Loan); provided, however, that if
any such Prepayment Interest Shortfall occurs as a result of the Master
Servicer's allowing the Mortgagor to deviate from the terms of the related
Mortgage Loan documents regarding Principal Prepayments, the Master Servicer
shall be obligated to pay an amount equal to the entire Prepayment Interest
Shortfall with respect to the subject Serviced Loan without any limitation of
the kind set forth in clause (ii) of this sentence.

            (b) The Master Servicer shall, as to each Serviced Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, even if
the corresponding fee interest is encumbered, promptly (and in any event within
sixty (60) days) following the Closing Date, notify the related ground lessor of
the transfer of such Serviced Loan to the Trust Fund pursuant to this Agreement
and inform such ground lessor that any notices of default under the related
Ground Lease should thereafter be forwarded to the Master Servicer.

            (c) Within sixty (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
Serviced 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) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor in a hospitality property, not
later than the later of (i) thirty (30) days following the Master Servicer's
receipt of the subject franchise agreement and (ii) the expiration of the period
that may be required for such notice pursuant to the terms of the applicable
franchise documents, if any, notify the related hospitality franchisor of the
transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and
inform such hospitality franchisor that any notices of default under the related
franchise agreement should thereafter be forwarded to the Master Servicer (and
also to the Special Servicer if such Mortgage Loan becomes a Specially Serviced
Mortgage Loan).

            Section 3.21 Modifications, Waivers, Amendments and Consents;
Defeasance.

            (a) Subject to Sections 3.21(b) through 3.21(f) below, and further
subject to Section 6.11, the Special Servicer (or, under the limited
circumstances set forth in Section 3.21(c), the Master Servicer) may, on behalf
of the Trustee and, in the case of the Companion Loans, any Companion Loan
Noteholder, agree to any modification, extension, waiver or amendment of any
term of any Serviced Loan and respond to various Mortgagor requests for consent
on the part of the mortgagee (including the lease reviews and lease consents
related thereto), without the consent of the Trustee, any Certificateholder, any
Companion Loan Noteholder, the Master Servicer (in the case of any such action
taken by the Special Servicer) or, except as expressly set forth below, the
Special Servicer (in the case of any such action taken by the Master Servicer).

            (b) All modifications, extensions, waivers or amendments of any
Serviced Loan, including the lease reviews and lease consents related thereto,
shall be in writing and shall be considered and effected in a manner consistent
with the Servicing Standard.

            (c) In the case of any Performing Serviced Loan, and subject to the
rights of the Special Servicer set forth below, the Master Servicer shall be
responsible for responding to any request by a Mortgagor for the consent or
approval of the mortgagee with respect to a modification, extension, waiver or
amendment of any term thereof of the type described in clauses (i) through (xi)
below, provided that such consent or approval or such modification, extension,
waiver or amendment would not (except as permitted by Sections 3.02(a), 3.03(d),
3.07, and 3.08(a) hereof) affect the amount or timing of any of the payment
terms of such Mortgage Loan (including payment terms related to late payment
charges, but excluding Default Interest and other amounts constituting servicing
compensation), result in the release of the related Mortgagor from any material
term thereunder, waive any rights thereunder with respect to any guarantor
thereof, relate to the release, addition or substitution of any material
collateral for such Mortgage Loan or relate to any waiver of or granting of
consent under a "due-on-sale" or "due-on-encumbrance" clause. With respect to
any action proposed to be taken by the Master Servicer under this Section
3.21(c) where the thresholds in clauses (i) through (xi) of the next sentence
are exceeded, or which involves the situations set forth in the proviso to the
previous sentence, the Special Servicer only may take such action. To the extent
consistent with the foregoing, but subject to Section 3.21(f), the Master
Servicer shall also be responsible for the following with respect to the
Performing Serviced Loans:

            (i) consent to subordination of the related Mortgage Loan to an
      easement or right of way for utilities, access, parking, public
      improvements or another similar purpose;

            (ii) grant waivers of minor covenant defaults (other than financial
      covenants) including late financial statements and approving any waiver
      affecting the timing of receipt of financial statements from any
      Mortgagor; provided that such financial statements are delivered no less
      than quarterly and within sixty (60) days of the end of the calendar
      quarter to which such financial statements relate;

            (iii) grant releases of non-material parcels of a Mortgaged Property
      (provided that releases as to which the related Mortgage Loan documents
      expressly require the mortgagee thereunder to make releases upon the
      satisfaction of certain conditions (which do not provide for lender
      consent or lender discretion) shall be made as required by the related
      Mortgage Loan documents);

            (iv) approve or consent to grants of easements and rights of way
      that do not materially affect the use or value of a Mortgaged Property or
      the Mortgagor's ability to make any payments with respect to the related
      Mortgage Loan;

            (v) grant other non-material waivers, consents, modifications or
      amendments;

            (vi) approve routine leasing activity with respect to leases for
      less than the lesser of (A) 50,000 square feet and (B) 30% of the related
      Mortgaged Property;

            (vii) approve annual budgets for the related Mortgaged Property,
      provided that no such budget (A) 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 (B) provides for the payment of any
      material expenses to any affiliate of the Mortgagor (other than with
      respect to the payment of the management fee to any property manager if
      such management fee is no more than the management fee in effect on the
      Cut-off Date);

            (viii) approve a change of the property manager at the request of
      the related Mortgagor, provided that (A) the successor property manager is
      not affiliated with the Mortgagor and is a nationally or regionally
      recognized manager of similar properties, and (B) the related Serviced
      Loan does not have a principal balance of more than $5,000,000;

            (ix) 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;

            (x) approving modifications, consents or waivers in connection with
      a defeasance permitted by the terms of the related Mortgage Loan or Loan
      Combination if the Master Servicer receives an opinion of counsel (which
      opinion of counsel will be an expense of the Mortgagor) to the effect that
      such modification, waiver or consent would not cause any REMIC Pool to
      fail to qualify as a REMIC under the Code or result in a "prohibited
      transaction" under the REMIC Provisions, provided that such modification
      does not permit Defeasance Collateral other than U.S. Treasuries, REFCOs,
      Fannies or Freddies; and

            (xi) with respect to the Mortgage Loan secured by the Mortgaged
      Property known as Continental Towers, consent to the foreclosure of the
      subordinated mortgage encumbering the related Mortgaged Property pursuant
      to the terms of the related Mortgagor's organizational documents and in
      accordance with the related Loan Documents, provided that it has received
      Rating Agency Confirmation.

            Except as permitted by Section 3.02(a), Section 3.03(d), Section
3.07, Section 3.08(a), this Section 3.21(c), and Section 3.21(l), the Master
Servicer may not agree to waive, modify or amend any term of any Mortgage Loan
or respond to any Mortgagor requests for mortgagee consent. Furthermore, the
Master Servicer may not agree to any modification, extension, waiver or
amendment of any term of any Mortgage Loan that would cause an Adverse REMIC
Event with respect to any REMIC Pool.

            (d) Except as provided in Section 3.02(a), Section 3.07, Section
3.08 or Section 3.21(e), the Special Servicer, on behalf of the Trustee and, in
the case of a Companion Loan, the related Companion Loan Noteholders, shall not
agree or consent to any modification, extension, waiver or amendment of any term
of any Serviced Loan that would:

            (i) affect the amount or timing of any scheduled payment of
      principal, interest or other amount (including Prepayment Premiums or
      Yield Maintenance Charges, but excluding Default Interest and other
      amounts payable as additional servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Mortgagor to pay a
      Prepayment Premium or Yield Maintenance Charge or effect the waiver of any
      prepayment restriction thereunder or permit a Principal Prepayment during
      any period in which the related Mortgage Note prohibits Principal
      Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(d), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Independent Appraiser
      delivered to the Special Servicer at the expense of the related Mortgagor
      and upon which the Special Servicer may conclusively rely) of the property
      to be released; or

            (iv) in the reasonable, good faith judgment of the Special Servicer,
      otherwise materially impair the security for such Mortgage Loan or reduce
      the likelihood of timely payment of amounts due thereon.

            Notwithstanding the prior provisions of this Section 3.21(d), and
subject to the Servicing Standard, and further subject to clause (C) of the
first paragraph of, and the entire second paragraph of, Section 3.21(e) and
Section 6.11, following any extensions of the maturity date of a Performing
Serviced Loan that the Master Servicer is permitted to approve pursuant to
Section 3.21(c), the Special Servicer may extend the maturity date of a
Performing Serviced Loan for up to one year (subject to a limit of a total of
four such one-year extensions); provided that the related Mortgagor has failed
to make any Balloon Payment on such Performing Serviced Loan. In connection with
an extension of the maturity date of a Performing Serviced Loan approved by the
Special Servicer in accordance with this subsection (d), the Special Servicer
shall process all requests and related documentation and shall be entitled to
retain 100% of any modification fee or extension fee that is actually paid by
the related Mortgagor. The Special Servicer shall promptly notify the Master
Servicer of any extension granted by the Special Servicer in accordance with
this paragraph.

            (e) Notwithstanding Section 3.21(d), but subject to Section 6.11 and
the second paragraph of this Section 3.21(e), the Special Servicer may (i)
reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving
principal, accrued interest or any Prepayment Premium or Yield Maintenance
Charge, (ii) reduce the amount of the Monthly 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,
Mortgage or other Mortgage Loan document relating to a Specially Serviced
Mortgage Loan, (iv) accept a Principal Prepayment on any Specially Serviced
Mortgage Loan during any Lockout Period or (v) extend the maturity of any
Specially Serviced Mortgage Loan; provided that (A) the related Mortgagor is in
monetary default or material non-monetary default with respect to such Specially
Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special
Servicer, such default is reasonably foreseeable, (B) in the reasonable, good
faith judgment of the Special Servicer, such modification, extension, waiver or
amendment would increase the recovery on such Specially Serviced Mortgage Loan
to Certificateholders (as a collective whole) or, if a Loan Combination is
involved, would increase the recovery on such Loan Combination to
Certificateholders and related Companion Loan Noteholders (as a collective
whole), on a present value basis (the relevant discounting of anticipated
collections that will be distributable to the Certificateholders (or, in the
case of the Loan Combinations, to Certificateholders and related Companion Loan
Noteholders), to be performed at a rate (a) taking into account the related
Mortgage Rate (or, in the case of a Loan Combination, at the weighted average of
the Mortgage Rates for such Loan Combination) in each case), in each case and in
the case of any ARD Loan or related REO Loan after its Anticipated Repayment
Date, net of the related Additional Interest Rate and (b) taking into account
the risk of collection, and (C) such modification, extension, waiver or
amendment would not cause an Adverse REMIC Event in respect of any REMIC Pool or
an Adverse Grantor Trust Event with respect to the Grantor Trust; and provided,
further, that (i) any modification, extension, waiver or amendment of the
payment terms of a Loan Combination shall be structured so as to be consistent
with the allocation and payment priorities set forth in the related Loan
documents and the related Co-Lender Agreement, such that neither the Trust as
holder of the related Mortgage Loan nor the related Companion Loan Noteholders
shall gain a priority over the other such Holder with respect to any payment,
which priority is not, as of the date of the related Co-Lender Agreement,
reflected in the related Loan documents and such Co-Lender Agreement and (ii)
any waiver, reduction or deferral of any particular amount due on any Loan in a
Loan Combination or reduction of any Mortgage Rate on any Loan in a Loan
Combination shall be allocated in the manner set forth in the related Co-Lender
Agreement.

            In no event shall the Special Servicer: (i) extend the maturity date
of a Serviced Loan beyond the date that is two (2) years prior to the Rated
Final Distribution Date; (ii) extend the maturity date of any Serviced Loan for
more than five (5) years beyond its Stated Maturity Date; or (iii) if the
Serviced Loan is secured solely or primarily by a Mortgage on the leasehold
interest under a Ground Lease (but not the related fee interest), extend the
maturity date of such Serviced Loan beyond the date which is twenty (20) years
(or, to the extent consistent with the Servicing Standard, giving due
consideration to the remaining term of the Ground Lease, ten (10) years) prior
to the expiration of the term of such Ground Lease.

            The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.21(e) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer (and, in the case of a Loan Combination, the affected Companion
Loan Noteholders) and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall attach to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.

            (f) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall give
any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager or, if
such Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures (A) the Companion
Loans or (B) a Serviced Loan that has an unpaid principal balance that is at
least equal to the lesser of $20,000,000 and 2% of the then aggregate principal
balance of the Mortgage Pool, unless: (1) the mortgagee is not given discretion
under the terms of the related Loan; or (2) it has Rating Agency Confirmation
from each Rating Agency with respect to such action.

            Any party hereto seeking Rating Agency Confirmation with respect to
the matters described above shall deliver a Review Package to such Rating
Agency.

            (g) Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
modification, extension, waiver or amendment so permit. The foregoing shall in
no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise collectible under the terms of the related Mortgage
Note.

            (h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and, further, by the terms of this Agreement and
applicable law, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, provided such fee does not
cause a "significant modification" of the Mortgage Loan pursuant to Treasury
Regulations Sections 1.1001-3(e)(2) or 1.860G-2(b), and (ii) any related costs
and expenses incurred by it. Any such fee that is to be shared by the Master
Servicer and the Special Servicer may not be waived or reduced by either such
party without the consent of the other party. In no event shall the Special
Servicer or Master Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Mortgagor.

            (i) The Special Servicer, with respect to Specially Serviced
Mortgage Loans, and the Master Servicer, with respect to Performing Serviced
Loans, shall each notify the other, any related Sub-Servicers, the Trustee and,
where a Companion Loan is affected, the related Companion Loan Noteholder, in
writing, of any modification, extension, waiver or amendment of any term of any
Mortgage Loan (including fees charged the Mortgagor) agreed to by the Special
Servicer or the Master Servicer, as applicable, and the date thereof, and shall
deliver to the Trustee or any related Custodian for deposit in the related
Mortgage File (with a copy to be delivered to or retained by, as applicable, the
Master Servicer), an executed counterpart of the agreement relating to such
modification, extension, waiver or amendment promptly following execution and
delivery thereof, to be followed by an original recorded counterpart promptly
following the recordation (and receipt).

            (j) To the extent that either the Master Servicer or Special
Servicer waives any Default Charge in respect of any Serviced Loan, whether
pursuant to Section 3.02(a) or this Section 3.21, the respective amounts of
additional servicing compensation payable to the Master Servicer and the Special
Servicer as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

            (k) With respect to any Serviced Loan that permits the release of
Mortgaged Properties through defeasance, to the extent permitted under the
related Mortgage Loan documents, the Master Servicer shall, subject to the next
paragraph and the related Mortgage Loan documents, (1) notify each Rating
Agency, the Trustee, the Underwriters and the Special Servicer upon receipt of a
Mortgagor's notice of defeasance of such Mortgage Loan, (2) obtain the written
confirmation from each Rating Agency that the acceptance of a pledge of the
Defeasance Collateral will not result in an Adverse Rating Event with respect to
the Certificates or any Companion Loan Securities, and (3) take such further
action as provided in such Mortgage Note to effectuate such defeasance,
including the purchase and perfection of the Defeasance Collateral on behalf of
the Trustee (as mortgagee of record on behalf of the Certificateholders and, in
the case of the Companion Loans, the related Companion Loan Noteholders). The
confirmation described in clause (2) above shall not be required:

            (i) from S&P in the case of a Serviced Loan with an unpaid principal
      balance less than or equal to $20,000,000 and constitutes less than 5% of
      the aggregate unpaid principal balance of the Mortgage Pool, and is not
      then one of the ten largest (measured by unpaid principal balance)
      Mortgage Loans in the Mortgage Pool, provided the Master Servicer delivers
      to S&P a certification in the form attached hereto as Exhibit L (a
      "Defeasance Certificate"); or

            (ii) from Fitch in the case of any Serviced Loan that is not then
      one of the ten largest (measured by unpaid principal balance) Mortgage
      Loans in the Mortgage Pool and that is not then one of the ten largest
      groups (measured by aggregate unpaid principal balance) of Mortgage Loans
      with related Mortgagors, provided the Master Servicer delivers to Fitch a
      Defeasance Certificate;

provided that, in the case of (i) or (ii) above, such written confirmation shall
not be required from S&P and/or Fitch (provided that the Master Servicer
delivers a Defeasance Certificate to the applicable Rating Agency), as
applicable, in the event the subject Mortgage Loan complies with the then
current applicable guidelines set forth by such Rating Agency, or the unpaid
principal balance of such Mortgage Loan, the percentage such Mortgage Loan
constitutes of the Mortgage Pool or the relative size of such Mortgage Loan with
respect to the Mortgage Pool, as applicable, does not exceed the current
applicable threshold for review as set forth by such Rating Agency).

            Notwithstanding the foregoing, but subject to the related Mortgage
Loan documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Loan if (i) such defeasance would occur within two
(2) years of the Startup Day, (ii) if the Defeasance Collateral shall not be
Government Securities; (iii) such Defeasance Loan (or any applicable agreement
executed in connection with the related defeasance) provides that the Mortgagor
shall be liable for any shortfalls from such Defeasance Collateral or otherwise
be subject to recourse liability with respect to the Defeasance Loan (except for
any liability that, pursuant to the terms of the related Mortgage Loan
documents, survives such defeasance), (iv) all costs to be incurred in
connection with such defeasance (including Rating Agency fees, accountants' fees
and costs incurred in connection with any required opinions of counsel) would
not be paid by the related Mortgagor; provided, however, that if the related
Mortgage Loan documents do not require the Mortgagor to pay such costs, such
costs shall be paid as an Additional Trust Fund Expense out of the Custodial
Account and the Master Servicer shall provide notice to, and demand payment for
such costs from, the related Mortgage Loan Seller pursuant to Section 5(f) of
the related Mortgage Loan Purchase Agreement, or (v) unless such confirmation is
not required pursuant to the first paragraph of this Section 3.21(k), either
Rating Agency does not confirm in writing to the Master Servicer that the
acceptance of a pledge of the Defeasance Collateral in lieu of a prepayment will
not result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities.

            All expenses related to the defeasance of a Defeasance Loan shall be
charged to the related Mortgagor or other responsible party.

            Notwithstanding the foregoing, with respect to certain Mortgage
Loans originated or acquired by GACC and subject to defeasance, GACC has
transferred to a third party, the right to establish or designate the successor
borrower and to purchase or cause to be purchased the related defeasance
collateral ("GACC Defeasance Rights and Obligations"). In the event the Master
Servicer receives notice of a defeasance request with respect to a Mortgage Loan
that provides for GACC Defeasance Rights and Obligations in the related Loan
Documents, the Master Servicer shall provide, upon receipt of such notice,
written notice of such defeasance request to GACC or its assignee. Until such
time as GACC provides written notice to the contrary, notice of a defeasance of
a Mortgage Loan with GACC Defeasance Rights and Obligations shall be delivered
to CDHC, LLC, c/o Defeasance Holding Company, LLC, 11121 Carmel Commons Blvd.,
Suite 250, Charlotte, North Carolina 28226, Attention: Legal Department, Tel:
(704) 731-6252; Fax: (704) 759-9156.

            In addition, notwithstanding the foregoing, with respect to the
Mortgage Loans originated or acquired by CWCapital and subject to defeasance,
the Primary Servicer has the right to establish and control the successor
borrower and to purchase the related defeasance collateral ("CWCapital
Defeasance Rights and Obligations"). In the event the Master Servicer receives
notice of a defeasance request with respect to a Mortgage Loan originated or
acquired by CWCapital and subject to defeasance, the Master Servicer shall
provide, upon receipt of such notice, written notice of such defeasance request
to CWCapital pursuant to the notice provisions of this Agreement.

            (l) With respect to any ARD Loan after its Anticipated Repayment
Date, the Master Servicer shall be permitted, subject to obtaining the Special
Servicer's consent, to waive (such waiver to be in writing addressed to the
related Mortgagor, with a copy to the Trustee) all or any portion of the accrued
Post-ARD Additional Interest on any ARD Loan if (i) any ARD Loan is not a
Specially Serviced Mortgage Loan (on which the Special Servicer may waive
accrued Post-ARD Additional Interest pursuant to Section 3.21(e)), (ii) prior to
the related maturity date, the related Mortgagor has requested the right to
prepay the ARD Loan in full together with all payments required under the ARD
Loan in connection with such prepayment (except for all or a portion of such
accrued Post-ARD Additional Interest), and (iii) the Master Servicer has
determined, in its reasonable, good faith judgment, that the waiver of the
Trust's right to receive such accrued Post-ARD Additional Interest is reasonably
likely to produce a greater payment to Certificateholders (as a collective
whole) (or, if a Loan Combination is involved, to produce a greater payment to
the Certificateholders and the related Companion Loan Noteholders (as a
collective whole)) on a present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders (or, in
the case of a Loan Combination, to Certificateholders and the related Companion
Loan Noteholders) to be performed at the related Mortgage Rate (or, in the case
of a Loan Combination at the weighted average of the Mortgage Rates of such Loan
Combination) in each case, net of the applicable Additional Interest Rate) than
a refusal to waive the right to such Post-ARD Additional Interest; provided that
any such waiver of Post-ARD Additional Interest accrued on the Loan Combinations
shall be structured so as to be consistent with the allocation and payment
priorities set forth in the related Loan documents and the Co-Lender Agreement,
such that the Companion Loan Noteholders shall not gain any priority over the
Trust as holder of the Loan Combination Trust Mortgage Loans with respect to the
payment of such Post-ARD Additional Interest. The Master Servicer shall have no
liability to the Trust, the Certificateholders or any other Person so long as
such determination is exercised in accordance with the Servicing Standard.

            (m) Notwithstanding anything to the contrary contained herein, with
respect to the Mortgage Loan secured by the Mortgaged Property known as Wesco
Self Storage, the Master Servicer or Primary Servicer on its behalf may execute
a modification of the Mortgage Loan documents on behalf of the Trust,
acknowledging that the holder of a related subordinate note not held by the
Trust is substituting a mezzanine loan for such subordinate note and is
releasing the lien of the mortgage with respect to such subordinate note,
without the consent of any other party hereto, any Certificateholder or the
Rating Agencies.

            Section 3.22 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.

            (a) Within five Business Days after determining that a Servicing
Transfer Event has occurred with respect to any Loan that had otherwise been a
Performing Serviced Loan, and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall promptly give notice thereof to the Special
Servicer and, with respect to any Loan Combination, to the related Companion
Loan Noteholder, and shall deliver a copy of the related Servicing File, to the
Special Servicer and shall use reasonable efforts to provide the Special
Servicer with all information, documents (or copies thereof) and records
(including records stored electronically on computer tapes, magnetic discs and
the like) relating to such Mortgage 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 (5) Business Days of the occurrence of each
related Servicing Transfer Event; provided, however, that if the information,
documents and records requested by the Special Servicer are not contained in the
Servicing File, the Master Servicer shall have such period of time as reasonably
necessary to make such delivery. The Special Servicer may conclusively rely on
the Master Servicer's determination that a Servicing Transfer Event has occurred
giving rise to a Serviced Loan's becoming a Specially Serviced Mortgage Loan.
Neither the Master Servicer nor the Special Servicer shall be liable or in
default hereunder for any reasonable act or failure to act because of or arising
out of the other party's failure to deliver information, documents or records
with respect to any Specially Serviced Mortgage Loan in accordance with the
requirements hereof.

            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, and shall
within five (5) Business Days of such occurrence return the related Servicing
File, together with any and all new information, documents and records relating
to the subject Mortgage Loan that were not part of the Servicing File when it
was delivered to the Special Servicer, to the Master Servicer (or such other
Person as may be directed by the Master Servicer) and upon giving such notice,
and returning such Servicing File, to the Master Servicer (or such other Person
as may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage 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 shall resume.

            Notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master Servicer
and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Mortgage
Loan information, including correspondence with the related Mortgagor.

            (c) Upon request (and to the extent not otherwise already provided
by the Special Servicer pursuant to its reporting obligations hereunder), the
Special Servicer shall deliver to the Master Servicer, the Trustee and each
Rating Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Mortgage Loans and REO Properties, the information described
in clauses (vi) through (xvii) of Section 4.02(a) (with respect to information
set forth in such clauses related to prior Distribution Dates and/or periods,
the Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxvi) and (xxxii) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Mortgage Loan during the
related Collection Period, and the amount of Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each REO Property during the related Collection
Period, (3) the amount, purpose and date of all Servicing Advances made by the
Special Servicer with respect to each Specially Serviced Mortgage Loan and REO
Property during the related Collection Period, (4) in writing, a brief narrative
summary of the status of each Specially Serviced Mortgage Loan, (5) the CMSA
Special Servicer Loan File and (6) 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.

            Section 3.23 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder; provided, however, that
following the Closing Date, for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Master Servicer and the Primary Servicer
may not appoint any Person as a Sub-Servicer that is a Prohibited Party;
provided, further, that in each case, the Sub-Servicing Agreement:

            (i) is consistent with this Agreement in all material respects,
      requires the Sub-Servicer to comply with all of the applicable conditions
      of this Agreement (including, to the extent applicable, the requirements
      of Article XI) and, with the exception of Sections 7.01(a)(x), (xi), (xii)
      and (xiv), provides for events of default with respect to the Sub-Servicer
      substantially the same as those set forth in Section 7.01 (modified as
      necessary to apply to the Sub-Servicer's obligations under the
      Sub-Servicing Agreement);

            (ii) provides that if the Master Servicer or the Special Servicer,
      as the case may be, shall for any reason no longer act in such capacity
      hereunder (including by reason of an Event of Default), the Trustee or its
      designee may thereupon assume all of the rights and, except to the extent
      they arose prior to the date of assumption, obligations of the Master
      Servicer or the Special Servicer, as the case may be, under such agreement
      or may terminate such Sub-Servicing Agreement without cause and without
      payment of any penalty or termination fee (provided, however, that those
      Sub-Servicing Agreements in effect as of the Closing Date (or, if being
      negotiated as of the Closing Date, in effect within ninety (90) days
      thereafter) may only be terminated by the Trustee or its designee as
      contemplated by Section 3.23(d) hereof and in such additional manner as is
      provided in such Sub-Servicing Agreement);

            (iii) provides that the Depositor and the Trustee, for the benefit
      of the Certificateholders and, in the case of a Sub-Servicing Agreement
      relating to a Loan Combination, the related Companion Loan Noteholders,
      shall each be a third party beneficiary under such agreement, but that
      (except to the extent the Trustee or its designee assumes the obligations
      of the Master Servicer or the Special Servicer, as the case may be,
      thereunder as contemplated by the immediately preceding clause (ii)) none
      of the Depositor, the Trustee, the Trust, any successor Master Servicer or
      the Special Servicer or any Companion Loan Noteholder, as the case may be,
      or any Certificateholder shall have any duties under such agreement or any
      liabilities arising therefrom;

            (iv) permits any purchaser of a Serviced Loan pursuant to this
      Agreement to terminate such agreement with respect to such purchased
      Mortgage Loan at its option and without penalty;

            (v) except with respect to a Primary Servicer, does not permit the
      Sub-Servicer to enter into or consent to any modification, extension,
      waiver or amendment or otherwise take any action on behalf of the Master
      Servicer or the Special Servicer contemplated by Section 3.08, Section
      3.09 and Section 3.21 hereof or to foreclose on any Mortgage without the
      consent of the Master Servicer or Special Servicer, as the case may be;

            (vi) does not permit the Sub-Servicer any direct rights of
      indemnification that may be satisfied out of assets of the Trust Fund;

            (vii) each Sub-Servicing Agreement entered into by the Master
      Servicer (including any with an effective date on or before the Closing
      Date) provides either (i) that such agreement shall, with respect to any
      Serviced Loan serviced thereunder, terminate at the time such Mortgage
      Loan becomes a Specially Serviced Mortgage Loan or, alternatively, (ii) be
      subject to the Special Servicer's rights to service such Mortgage Loan for
      so long as such Mortgage Loan continues to be a Specially Serviced
      Mortgage Loan); and

            (viii) each Sub-Servicing Agreement entered into by the Special
      Servicer provides that it relates only to Specially Serviced Mortgage
      Loans and shall terminate with respect to any such Mortgage Loan which
      ceases to be a Specially Serviced Mortgage Loan.

            The Master Servicer and the Special Servicer each shall deliver to
the Trustee and each other copies of all Sub-Servicing Agreements (and, to each
of the Companion Loan Noteholders, copies of any Sub-Servicing Agreement in
respect of the Companion Loans), as well as any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. References in this Agreement to actions taken or to
be taken by the Master Servicer or the Special Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts advanced
by any Sub-Servicer, to the extent required under such Sub-Servicing Agreement,
to satisfy the obligations of the Master Servicer or the Special Servicer
hereunder to make P&I Advances or Servicing Advances shall be deemed to have
been advanced by the Master Servicer or the Special Servicer, as the case may
be, out of its own funds and, accordingly, such P&I Advances or Servicing
Advances shall be recoverable by such Sub-Servicer in the same manner and out of
the same funds as if such Sub-Servicer were the Master Servicer or the Special
Servicer, as the case may be. For so long as they are outstanding, Advances
shall accrue interest in accordance with Sections 3.12(b), 4.03(d) and 4.03A,
such interest to be allocable between the Master Servicer or the Special
Servicer, as the case may be, and such Sub-Servicer as they may agree. For
purposes of this Agreement, the Master Servicer and the Special Servicer each
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer and the Special Servicer each shall
notify the other, the Trustee, the Depositor, the Controlling Class
Certificateholders and, if a Loan Combination is affected, the related Companion
Loan Noteholders, in writing promptly of the appointment by it of any
Sub-Servicer.

            (b) Each Sub-Servicer (i) shall be authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law, and (ii)
except for any Sub-Servicer that is servicing any of the Mortgage Loans on the
Closing Date, shall be an approved conventional seller/servicer of mortgage
loans for FHLMC or Fannie Mae or a HUD-Approved Servicer.

            (c) The Special Servicer shall not enter into any Sub-Servicing
Agreement unless the Special Servicer has received consent of the Directing
Holder and written confirmation from each Rating Agency to the effect that
entering into such Sub-Servicing Agreement will not cause an Adverse Rating
Event.

            (d) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders and, in the case of the Companion Loans,
also for the benefit of the related Companion Loan Noteholders, shall (at no
expense to the Trustee, the Certificateholders, the Companion Loan Noteholders
or the Trust Fund) monitor the performance and enforce the obligations of their
respective Sub-Servicers under the related Sub-Servicing Agreements. Subject to
Section 11.01, such enforcement, including the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the Master Servicer or the
Special Servicer, as applicable, in its good faith business judgment, would
require were it the owner of the subject Serviced Loans.

            (e) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within ninety (90) days thereafter) that still exists at
the time of such termination: (i) to assume the rights and obligations of the
Master Servicer under such Sub-Servicing Agreement and continue the
sub-servicing arrangements thereunder on the same terms (including the
obligation to pay the same sub-servicing fee); (ii) to enter into a new
Sub-Servicing Agreement with such Sub-Servicer on such terms as the Trustee or
other successor Master Servicer and such Sub-Servicer shall mutually agree (it
being understood that such Sub-Servicer is under no obligation to accept any
such new Sub-Servicing Agreement or to enter into or continue negotiations with
the Trustee or other successor Master Servicer); or (iii) to terminate the
Sub-Servicing Agreement if (but only if) an Event of Default (as defined in such
Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

            Notwithstanding any other provisions set forth in this Agreement to
the contrary, (i) the Primary Servicer's rights and obligations under the
Primary Servicing Agreement shall expressly survive a termination of the Master
Servicer's servicing rights under this Agreement; provided that the Primary
Servicing Agreement has not been terminated in accordance with its provisions,
(ii) any successor Master Servicer, including, without limitations, the Trustee
(if it assumes the servicing obligations of the terminated Master Servicer)
shall be deemed to automatically assume and agree to each of the then current
Primary Servicing Agreements without further action upon becoming the successor
Master Servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Primary Servicer under
the Primary Servicing Agreement, without the prior written consent of the
Primary Servicer (which consent shall not be unreasonably withheld).

            The Sub-Servicers as to which Sub-Servicing Agreements are in effect
or being negotiated as of the Closing Date are listed on Exhibit K hereto.

            (f) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and the Companion Loan Noteholders for the performance of
their respective obligations and duties under this Agreement in accordance with
the provisions hereof to the same extent and under the same terms and conditions
as if each alone were servicing and administering the Serviced Loans and/or REO
Properties for which it is responsible and the representations and warranties of
the Master Servicer and the Special Servicer will remain in full force and
effect pursuant to their terms.

            Section 3.24 Representations and Warranties of the Master Servicer.

            (a) The Master Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

            (i) The Master Servicer is a national banking association validly
      existing and in good standing under the laws of the United State 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
      organizational documents or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other material
      instrument to which it is a party or which is applicable to it or any of
      its assets.

            (iii) The Master Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Master Servicer, enforceable against the
      Master Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, receivership, insolvency, reorganization,
      moratorium and other laws affecting the enforcement of creditors'
      (including bank creditors') rights generally, and (B) general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (v) The Master Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Master Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Master Servicer to perform its obligations under this
      Agreement or the financial condition of the Master Servicer.

            (vi) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened, against the Master Servicer, the outcome
      of which, in the Master Servicer's good faith and reasonable judgment,
      could reasonably be expected to prohibit the Master Servicer from entering
      into this Agreement or materially and adversely affect the ability of the
      Master Servicer to perform its obligations under this Agreement.

            (vii) Any consent, approval, authorization or order of any court or
      governmental agency or body required under federal or state law for the
      execution, delivery and performance by the 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 except where the lack of consent, approval, authorization or
      order would not have a material adverse effect on the performance by the
      Master Servicer under this Agreement.

            (viii) The Master Servicer possesses all insurance required pursuant
      to Section 3.07(c) of this Agreement.

            (ix) The Master Servicer has reviewed all Sub-Servicing Agreements
      in effect as of the Closing Date and will review all Sub-Servicing
      Agreements entered into by it after the Closing Date.

            (b) The representations and warranties of the Master Servicer set
forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

            (c) Any successor Master Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

            Section 3.25 Representations and Warranties of the Special Servicer.

            (a) The Special Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

            (i) The Special Servicer is a limited liability company validly
      existing and in good standing under the laws of the Commonwealth of
      Massachusetts, and the Special Servicer is in compliance with the laws of
      each state in which any Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement.

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

            (iii) The Special Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) The Special Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Special Servicer.

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened, against the Special Servicer, the
      outcome of which, in the Special Servicer's good faith and reasonable
      judgment, could reasonably be expected to prohibit the Special Servicer
      from entering into this Agreement or materially and adversely affect the
      ability of the Special Servicer to perform its obligations under this
      Agreement.

            (vii) Any consent, approval, authorization or order of any court or
      governmental agency or body required under federal or state law for the
      execution, delivery and performance by the Special Servicer of or
      compliance by the Special Servicer with this Agreement or the consummation
      of the transactions contemplated by this Agreement has been obtained and
      is effective except where the lack of consent, approval, authorization or
      order would not have a material adverse effect on the performance by the
      Special Servicer under this Agreement.

            (viii) The Special Servicer possesses all insurance required
      pursuant to Section 3.07(c) of this Agreement.

            (b) The representations and warranties of the Special Servicer set
forth in Section 3.25(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

            (c) Any successor Special Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.25(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.25(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

            Section 3.26 Certain Matters Regarding the Purchase of the Loan
Combination Trust Mortgage Loans

            If, pursuant to Section 2.03, Section 3.19 and Section 9.01, any
Loan Combination Trust Mortgage Loan is purchased or repurchased from the Trust
Fund, the purchaser thereof shall be bound by the terms of the related Co-Lender
Agreement and shall assume the rights and obligations of the holder of the
Mortgage Note that was formerly part of the Trust Fund under the related
Co-Lender Agreement. All applicable portions of the related Mortgage File and
other documents pertaining to such Mortgage Loan shall be endorsed or assigned
to the extent necessary or appropriate to the purchaser of such Mortgage Loan.
Thereafter such Mortgage File shall be held by the holder of such purchased
Mortgage Loan, as applicable, or a custodian appointed thereby for the benefit
of the "Note A Lender" and the "Note B Lender" as their interests appear under
the related Co-Lender Agreement. If the related Servicing File is not already in
the possession of such party, it shall be delivered to the master servicer or
special servicer, as the case may be, under the separate servicing agreement for
the Loan Combinations.

            Section 3.27 Application of Default Charges, Earnouts and Holdbacks
..

            (a) Any and all Default Charges that are actually collected with
respect to any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool
(excluding any Mortgage Loan that is part of a Serviced Loan Combination) during
any Collection Period, shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
Default Charges:

            First, to pay to the Trustee, the Master Servicer or the Special
Servicer, in that order, any interest due and owing to such party on any
outstanding Advances made thereby with respect to the subject Mortgage Loan or
REO Mortgage Loan and reimbursed in the related Collection Period;

            Second, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to the
subject Mortgage Loan or REO Mortgage Loan and that, if paid from a source other
than Default Charges collected with respect to the subject Mortgage Loan, would
constitute Additional Trust Fund Expenses;

            Third, to reimburse the Trust for any interest on Advances paid to
the Trustee, the Master Servicer or the Special Servicer in the preceding twelve
(12) months with respect to the subject Mortgage Loan or REO Mortgage Loan,
which payment was made from a source other than Default Charges and not
previously reimbursed under this clause Third;

            Fourth, to reimburse the Trust for any other Additional Trust Fund
Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout
Fees) paid in the preceding twelve (12) months with respect to the subject
Mortgage Loan or REO Mortgage Loan, which payment was made from a source other
than Default Charges and not previously reimbursed under this clause Fourth; and

            Fifth, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued in respect of a Performing Serviced Loan, or as additional special
servicing compensation to the Special Servicer, to the extent received, if they
were accrued in respect of a Specially Serviced Mortgage Loan or an REO Mortgage
Loan, in each case pursuant to Section 3.11.

            (b) The Master Servicer shall, to the extent consistent with the
Servicing Standard and permitted by the related Loan Documents, not apply any
funds with respect to a Mortgage Loan (other than the Non-Serviced Mortgage
Loan) or Serviced Loan Combination (whether arising in the form of a holdback,
earnout reserve, cash trap or other similar feature) to the prepayment of the
related Mortgage Loan or Serviced Loan Combination prior to an event of default
or reasonably foreseeable event of default with respect to such Mortgage Loan or
Serviced Loan Combination. Prior to an event of default or reasonably
foreseeable event of default any such amounts described in the immediately
preceding sentence shall be held by the Master Servicer as additional collateral
for the related Mortgage Loan or Serviced Loan Combination.

            Section 3.28 Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to Specific Mortgage Loans.__

            (a) Default Charges applied to reimburse the Trust pursuant to
clauses Third and Fourth, of Section 3.27(a), are intended to be part of the
amounts to be delivered by the Master Servicer to the Trustee pursuant to the
first paragraph of Section 3.04(b) on or before the Master Servicer Remittance
Date next following the Collection Period during which they were received, for
deposit in the Distribution Account, subject to application pursuant to Section
3.05(a) for any items payable out of general collections on the Mortgage Loans
and any Serviced REO Properties. Default Charges applied to pay outstanding
interest on Advances to any particular party pursuant to clause First of Section
3.27(a) shall be applied to pay such party such interest on Advances in such
manner that the interest that accrued first and has been outstanding the longest
shall be paid first. Default Charges applied to pay outstanding expenses
pursuant to clause Second of Section 3.27(a) shall be applied to pay such
expenses in the chronological order in which they were incurred. Default Charges
applied to reimburse the Trust pursuant to clauses Third and Fourth, of Section
3.27(a) shall be deemed to offset either interest paid on Advances or other
Additional Trust Fund Expenses, depending on which clause is applicable, in the
chronological order in which they were made or incurred, as applicable
(whereupon such interest paid on Advances or such other Additional Trust Fund
Expenses, depending on which clause is applicable, shall thereafter be deemed to
have been paid out of Default Charges).

            (b) Any and all Default Charges that are actually collected with
respect to any Serviced Loan Combination or any successor REO Loan with respect
thereto during any Collection Period (as allocable thereto pursuant to the
related loan agreement), shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
Default Charges:

            First, to pay to the Trustee, the Master Servicer or the Special
Servicer, in that order, any interest due and owing to such party on any
outstanding Servicing Advances made thereby with respect to such Loan
Combination or REO Loan or the related Loan Combination Mortgaged Property and
reimbursed in the related Collection Period (to be applied with respect to any
particular party in such manner that the interest that accrued first and has
been outstanding the longest shall be paid first);

            Second, to pay to the Trustee or the Master Servicer, in that order,
any interest due and owing to such party on any outstanding P&I Advances made
thereby with respect to such Loan Combination or REO Loan or the related Loan
Combination Mortgaged Property and reimbursed in the related Collection Period
(to be applied with respect to any particular party in such manner that the
interest that accrued first and has been outstanding the longest shall be paid
first);

            Third, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to such
Loan Combination or REO Loan and that, if paid from a source other than such
Default Charges collected with respect to such Loan Combination, would
constitute Additional Trust Fund Expenses;

            Fourth, to reimburse the Trust or any Companion Loan Noteholder for
any interest on Advances paid to the Trustee, the Master Servicer or the Special
Servicer in the preceding twelve months with respect to such Loan Combination or
REO Loan, which payment was made from a source other than Default Charges and
not previously reimbursed under this clause Fourth or clause Third under Section
3.27(a);

            Fifth, to reimburse the Trust or any Companion Loan Noteholder for
any other Additional Trust Fund Expenses (exclusive of Special Servicing Fees,
Liquidation Fees and Workout Fees) paid in the preceding twelve months with
respect to such Loan Combination or REO Loan, which payment was made from a
source other than Default Charges and not previously reimbursed under this
clause Fifth or clause Fourth under Section 3.27(a); and

            Sixth, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued with respect to such Companion Loan during a period that it was a
Performing Serviced Loan, or as additional special servicing compensation to the
Special Servicer, to the extent received, if they were accrued with respect to
such Companion Loan during a period that it was a Specially Serviced Mortgage
Loan or an REO Loan, in each case pursuant to Section 3.11.

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions.

            (a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, immediately following the deemed
distribution of interest and principal on the Loan REMIC Regular Interests in
respect of the related Loan REMIC Loans pursuant to Section 4.01(k), the Trustee
shall be deemed to transfer the Lower-Tier Distribution Amount from the
Lower-Tier Distribution Account to the Upper-Tier Distribution Account in the
amounts and priorities set forth in Section 4.01(j) with respect to each class
of Uncertificated Lower-Tier Interests (other than the Class LAMP-E1 and Class
LAMP-E2 Interests), and immediately thereafter, shall make distributions of the
Available Distribution Amount from the Upper-Tier Distribution Account in the
following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any
succeeding priority:

            (i) concurrently, (A) from that portion of the Sub-Pool 1 Available
      Distribution Amount, to the Class A-1, Class A-2, Class A-AB, Class A-3
      and Class A-4 Certificates, pro rata (based upon their respective
      entitlements to interest for such Distribution Date) up to an amount equal
      to all Distributable Certificate Interest for each such Class for such
      Distribution Date, and to the extent not previously paid, for all prior
      Distribution Dates, (B) from that portion of the Sub-Pool 2 Available
      Distribution Amount, to the Class A-1A Certificates, up to an amount equal
      to all Distributable Certificate Interest for such Class for such
      Distribution Date, and to the extent not previously paid, for all prior
      Distribution Dates and (C) from the entire Available Distribution Amount,
      to the Class IO Certificates, up to an amount equal to all Distributable
      Certificate Interest for each such Class for such Distribution Date, and
      to the extent not previously paid, for all prior Distribution Dates;
      provided, however, that if the Available Distribution Amount for any
      Distribution Date (or the portion thereof attributable to any Sub-Pool) is
      insufficient to pay in full an amount equal to all Distributable
      Certificate Interest for each such Class, as provided above, on such
      Distribution Date, then the entire Available Distribution Amount shall be
      applied to make distributions of interest to the Class A-1, Class A-2,
      Class A-AB, Class A-3, Class A-4, Class A-1A and Class IO Certificates of,
      up to, and pro rata as among such Classes in accordance with, the
      respective Distributable Certificate Interest in respect of such Classes
      of Certificates for such Distribution Date;

            (ii) (A) prior to the Cross-Over Date,

            (1)   to distributions of principal to the Holders of the Class A-AB
                  Certificates, in an amount (not to exceed the amount necessary
                  to reduce the Class Principal Balance of the Class A-AB
                  Certificates to the Class A-AB Planned Principal Balance for
                  such Distribution Date) equal to the entire Sub-Pool 1
                  Principal Distribution Amount for such Distribution Date and,
                  after the Class Principal Balance of the Class A-1A
                  Certificates has been reduced to zero, the entire Sub-Pool 2
                  Principal Distribution Amount remaining after making any
                  distributions required pursuant to clause (7) below on such
                  Distribution Date;

            (2)   after the Class Principal Balance of the Class A AB
                  Certificates has been reduced to the Class A-AB Planned
                  Principal Balance, to distributions of principal to the
                  Holders of the Class A-1 Certificates, in an amount (not to
                  exceed the Class Principal Balance of the Class A-1
                  Certificates outstanding immediately prior to such
                  Distribution Date) equal to the entire Sub-Pool 1 Principal
                  Distribution Amount and, after the Class Principal Balance of
                  the Class A-1A Certificates has been reduced to zero, the
                  entire Sub-Pool 2 Principal Distribution Amount for such
                  Distribution Date remaining after making any distributions
                  required pursuant to clause (7) below on such Distribution
                  Date, less any portion thereof distributed on such
                  Distribution Date to the Holders of the Class A-AB
                  Certificates pursuant to clause (1) above;

            (3)   after the Class Principal Balance of the Class A-AB
                  Certificates has been reduced to the Class A-AB Planned
                  Principal Balance for such Distribution Date and after the
                  Class Principal Balance of the Class A-1 Certificates has been
                  reduced to zero, to distributions of principal to the Holders
                  of the Class A-2 Certificates, in an amount (not to exceed the
                  Class Principal Balance of the Class A-2 Certificates
                  outstanding immediately prior to such Distribution Date) equal
                  to the entire Sub-Pool 1 Principal Distribution Amount and,
                  after the Class Principal Balance of the Class A-1A
                  Certificates has been reduced to zero, the entire Sub-Pool 2
                  Principal Distribution Amount for such Distribution Date
                  remaining after making any distributions required pursuant to
                  clause (7) below on such Distribution Date (in each case, net
                  of any portion thereof distributed on such Distribution Date
                  to the Holders of the Class A-AB Certificates and the Class
                  A-1 Certificates pursuant to clauses (1) and (2) above);

            (4)   after the Class Principal Balance of the Class A-AB
                  Certificates has been reduced to the Class A-AB Planned
                  Principal Balance for such Distribution Date and after the
                  Class Principal Balances of each of the Class A-1 and Class
                  A-2 Certificates have been reduced to zero, to distributions
                  of principal to the Holders of the Class A-3 Certificates, in
                  an amount (not to exceed the Class Principal Balance of the
                  Class A-3 Certificates outstanding immediately prior to such
                  Distribution Date) equal to the entire Sub-Pool 1 Principal
                  Distribution Amount and, after the Class Principal Balance of
                  the Class A-1A Certificates has been reduced to zero, the
                  entire Sub-Pool 2 Principal Distribution Amount for such
                  Distribution Date remaining after making any distributions
                  required pursuant to clause (7) below on such Distribution
                  Date (in each case, net of any portion thereof distributed on
                  such Distribution Date to the Holders of the Class A-AB, Class
                  A-1 and Class A-2 Certificates pursuant to clauses (1), (2)
                  and (3) above);

            (5)   after the Class Principal Balance of the Class A-AB
                  Certificates has been reduced to the Class A-AB Planned
                  Principal Balance for such Distribution Date and after the
                  Class Principal Balances of each of the Class A-1, Class A-2
                  and Class A-3 Certificates have been reduced to zero, to
                  distributions of principal to the Holders of the Class A-AB
                  Certificates, in an amount (not to exceed the Class Principal
                  Balance of the Class A-AB Certificates outstanding immediately
                  prior to such Distribution Date) equal to the entire Sub Pool
                  1 Principal Distribution Amount and, after the Class Principal
                  Balance of the Class A-1A Certificates has been reduced to
                  zero, the entire Sub-Pool 2 Principal Distribution Amount for
                  such Distribution Date remaining after making any
                  distributions required pursuant to clause (7) below on such
                  Distribution Date (in each case, net of any portion thereof
                  distributed on such Distribution Date to the Holders of the
                  Class A-AB, Class A-1, Class A-2 and Class A-3 Certificates
                  pursuant to clauses (1), (2), (3) and (4) above);

            (6)   after the Class Principal Balances of the Class A-1, Class
                  A-2, Class A-3 and Class A-AB Certificates have been reduced
                  to zero, to distributions of principal to the holders of the
                  Class A-4 Certificates, in an amount (not to exceed the Class
                  Principal Balance of the Class A-4 Certificates outstanding
                  immediately prior to such Distribution Date) equal to the
                  entire Sub-Pool 1 Principal Distribution Amount and, after the
                  Class Principal Balance of the Class A-1A Certificates has
                  been reduced to zero, the entire Sub-Pool 2 Principal
                  Distribution Amount for such Distribution Date remaining after
                  making any distributions required pursuant to clause (7) below
                  on such Distribution Date (in each case, net of any portion
                  thereof distributed on such Distribution Date to the Holders
                  of the Class A-AB, Class A-1, Class A-2 and Class A-3
                  Certificates pursuant to clauses (1), (2), (3), (4) and (5)
                  above;

            (7)   to distributions of principal to the Holders of the Class A-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 Sub-Pool
                  2 Principal Distribution Amount and, after the Class Principal
                  Balances of the Class A-1, Class A-2, Class A-3, Class A-AB
                  and Class A-4 Certificates have been reduced to zero, the
                  entire Sub-Pool 1 Principal Distribution Amount for such
                  Distribution Date remaining after making any distributions
                  required pursuant to clauses (1), (2), (3), (4), (5) and (6)
                  above on such Distribution Date; and

                  (B) on or after the Cross-Over Date, to distributions of
            principal to the Holders of the Class A-1, Class A-2, Class A-AB,
            Class A-3, Class A-4 and Class A-1-A Certificates, pro rata, (based
            upon their respective outstanding Class Principal Balances) in an
            amount (not to exceed the aggregate Class Principal Balances of the
            Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4 and Class
            A-1-A Certificates outstanding immediately prior to such
            Distribution Date) equal to the Adjusted Principal Distribution
            Amount for such Distribution Date until their respective outstanding
            Class Principal Balances have been reduced to zero;

            (iii) to distributions to the Holders of the Class A-1 Certificates,
      the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB
      Certificates, the Class A-4 Certificates and the Class A-1A Certificates,
      pro rata, as among such Classes, in accordance with, in an amount equal
      to, and in reimbursement of, all Realized Losses and Additional Trust Fund
      Expenses, if any, previously allocated to each such Class of Certificates
      and not previously reimbursed;

            (iv) to distributions of interest to the Holders of the Class A-M
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (v) after the Class Principal Balances of the Class A-1
      Certificates, the Class A-2 Certificates, the Class A-AB Certificates, the
      Class A-3 Certificates, the Class A-1A Certificates and the Class A 4
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class A-M Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class A-M Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Certificates pursuant to any prior clause of this
      Section 4.01(a));

            (vi) to distributions to the Holders of the Class A-M Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      A-M Certificates and not previously reimbursed;

            (vii) (vii) to distributions of interest to the Holders of the Class
      A-J Certificates in an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates;

            (viii) after the Class Principal Balance of the Class A-M
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class A-J Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class A-J Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holder of any Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (ix) to make distributions to the Holders of the Class A-J
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (x) to distributions of interest to the Holders of the Class B
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xi) after the Class Principal Balance of the Class A-J Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class B Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class B Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xii) to make distributions to the Holders of the Class B
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xiii) to make distributions of interest to the Holders of the Class
      C Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xiv) after the Class Principal Balance of the Class B Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class C Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xv) to make distributions to the Holders of the Class C
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xvi) to make distributions of interest to the Holders of the Class
      D Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xvii) after the Class Principal Balance of the Class C Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class D Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xviii) to make distributions to the Holders of the Class D
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xix) to make distributions of interest to the Holders of the Class
      E Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xx) after the Class Principal Balance of the Class D Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class E Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxi) to make distributions to the Holders of the Class E
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxii) to make distributions of interest to the Holders of the Class
      F Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xxiii) after the Class Principal Balance of the Class E
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class F Certificates, up to an amount (not to exceed
      the Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxiv) to make distributions to the Holders of the Class F
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxv) to make distributions of interest to the Holders of the Class
      G Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xxvi) after the Class Principal Balance of the Class F Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class G Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(b));

            (xxvii) to make distributions to the Holders of the Class G
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxviii) to make distributions of interest to the Holders of the
      Class H Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any;

            (xxix) after the Class Principal Balance of the Class G Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class H Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxx) to make distributions to the Holders of the Class H
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxxi) to make distributions of interest to the Holders of the Class
      J Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xxxii) after the Class Principal Balance of the Class H
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class J Certificates, up to an amount (not to exceed
      the Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxxiii) to make distributions to the Holders of the Class J
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxxiv) to make distributions of interest to the Holders of the
      Class K Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any;

            (xxxv) after the Class Principal Balance of the Class J Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class K Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxxvi) to make distributions to the Holders of the Class K
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xxxvii) to make distributions of interest to the Holders of the
      Class L Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any;

            (xxxviii) after the Class Principal Balance of the Class K
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class L Certificates, up to an amount (not to exceed
      the Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xxxix) to make distributions to the Holders of the Class L
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xl) to make distributions of interest to the Holders of the Class M
      Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xli) after the Class Principal Balance of the Class L Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class M Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(b));

            (xlii) to make distributions to the Holders of the Class M
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xliii) to make distributions of interest to the Holders of the
      Class N Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any;

            (xliv) after the Class Principal Balance of the Class M Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class N Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xlv) to make distributions to the Holders of the Class N
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xlvi) to make distributions of interest to the Holders of the Class
      O Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (xlvii) after the Class Principal Balance of the Class N
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class O Certificates, up to an amount (not to exceed
      the Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (xlviii) to make distributions to the Holders of the Class O
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (xlix) to make distributions of interest to the Holders of the Class
      P Certificates, up to an amount equal to all Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date and, to the extent not previously paid, for all prior Distribution
      Dates, if any;

            (l) after the Class Principal Balance of the Class O Certificates
      has been reduced to zero, to make distributions of principal to the
      Holders of the Class P Certificates, up to an amount (not to exceed the
      Class Principal Balance of such Class of Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Adjusted
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Principal Balance Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (li) to make distributions to the Holders of the Class P
      Certificates, up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (lii) to the Holders of the Class R-II Certificates, the amount, if
      any, of the Available Distribution Amount remaining in the Upper-Tier
      Distribution Account with respect to such Distribution Date.

            All distributions of interest made in respect of the Class IO
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 IO Strip Rate of
such Component multiplied by its Component Notional Amount, less an allocable
portion of any Net Aggregate Prepayment Interest Shortfall, together with any
amounts thereof remaining unpaid from previous Distribution Dates.

            (b) Unless there exists with respect to the Ala Moana Portfolio Loan
Combination a monetary "event of default" or a non-monetary "event of default"
that results in the Ala Moana Portfolio Loan Combination being transferred to
special servicing, on each Distribution Date, to the extent of the Available
AMP-E Distribution Amount for such Distribution Date, the Trustee shall be
deemed to make distributions thereof from the Class AMP-E Sub-Account to the
Upper-Tier Distribution Account, first, in respect of the Class LAMP-E1 Interest
and Class LAMP-E2 Interest, as provided in Section 4.01(i), and then in the
following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to the
succeeding priority:

            (i) to make distributions of interest to the Holders of the Class
      AMP-E1 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;

            (ii) to make distributions of principal to the Holders of the Class
      AMP-E1 Certificates (not to exceed the Class Principal Balance of such
      Class of Certificates outstanding immediately prior to such Distribution
      Date), in an amount equal to its pro rata portion of the Class AMP-E
      Principal Distribution Amount for such Distribution Date (based on the
      Certificate Principal Balance of the Class AMP-E1 and Class AMP-E2
      Certificates);

            (iii) to make distributions to the Holders of the Class AMP-E1
      Certificates up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (iv) to make distributions of interest to the Holders of the Class
      AMP-E2 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;

            (v) to make distributions of principal to the Holders of the Class
      AMP-E2 Certificates (not to exceed the Class Principal Balance of such
      Class of Certificates outstanding immediately prior to such Distribution
      Date), in an amount equal to its pro rata portion of the Class AMP-E
      Principal Distribution Amount for such Distribution Date (based on the
      Certificate Principal Balance of the Class AMP-E1 and Class AMP-E2
      Certificates);

            (vi) to make distributions to the Holders of the Class AMP-E2
      Certificates up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed; and

            (vii) to the Holders of the Class R-II Certificates, the amount, if
      any, of the Available AMP-E Distribution Amount remaining in the
      Upper-Tier Distribution Account with respect to such Distribution Date.

Subsequent to, and during the continuation of, a monetary "event of default"
under the Ala Moana Portfolio Loan Combination or a non-monetary "event of
default" that results in the Ala Moana Portfolio Loan Combination being
transferred to special servicing, on each Distribution Date, to the extent of
the Available AMP-E Distribution Amount for such Distribution Date, the Trustee
shall be deemed to make distributions thereof from the Class AMP-E Sub-Account
to the Upper-Tier Distribution Account, first, in respect of the Class LAMP-E1
Interest and Class LAMP-E2 Interest, as provided in Section 4.01(i), and then in
the following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to the
succeeding priority:

            (i) to make distributions of interest to the Holders of the Class
      AMP-E1 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;

            (ii) to make distributions of principal to the Holders of the Class
      AMP-E1 Certificates, up to an amount (not to exceed the Class Principal
      Balance of such Class of Certificates outstanding immediately prior to
      such Distribution Date) equal to the entire Class AMP-E Principal
      Distribution Amount for such Distribution Date;

            (iii) to make distributions to the Holders of the Class AMP-E1
      Certificates up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed;

            (iv) to make distributions of interest to the Holders of the Class
      AMP-E2 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;

            (v) to make distributions of principal to the Holders of the Class
      AMP-E2 Certificates, up to an amount (not to exceed the Class Principal
      Balance of such Class of Certificates outstanding immediately prior to
      such Distribution Date) equal to the Class AMP-E Principal Distribution
      Amount for such Distribution Date (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class AMP-E1
      Certificates);

            (vi) to make distributions to the Holders of the Class AMP-E2
      Certificates up to an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to such Class of Certificates pursuant to Section 4.04(a) and
      not previously reimbursed; and

            (vii) to the Holders of the Class R-II Certificates, the amount, if
      any, of the Available AMP-E Distribution Amount remaining in the
      Upper-Tier Distribution Account with respect to such Distribution Date.

            (c) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent Net
Prepayment Consideration actually collected on Pooled Mortgage Loans or Pooled
REO Mortgage Loans during the related Collection Period and remitted in respect
of the Uncertificated Lower-Tier Interests pursuant to Section 4.01(j), and
shall distribute such amounts to the Holders of each of the Class A-1, Class
A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G
and Class H Certificates entitled to distributions of principal pursuant to
Section 4.01(a) on such Distribution Date, up to an amount equal to, and pro
rata based on, the respective Prepayment Consideration Entitlements for such
Classes of Certificates for such Distribution Date.

            Any Net Prepayment Consideration not otherwise distributed in
respect of the Principal Balance Certificates pursuant to the foregoing
paragraph of this Section 4.01(b) shall be distributed to the Holders of the
Class IO Certificates.

            Any Net Prepayment Consideration actually collected on the Ala Moana
Portfolio Non-Pooled Trust Loan will be allocated to the Class AMP-E1 and Class
AMP-E2 Certificates, pro rata, based on the respective amounts of principal
prepaid as to each such Class.

            The Shoppes at Shugart Shopping Center Yield Supplement Amount shall
not be considered Net Prepayment Consideration and shall be distributed to the
Holders of the Class IO Certificates as set forth in this Agreement from the
Grantor Trust.

            (d) [Reserved]

            (e) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Except as otherwise provided below, all such distributions with
respect to each Class on each Distribution Date shall be made to the
Certificateholders of the respective Class of record at the close of business on
the related Record Date and shall be made by wire transfer of immediately
available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five (5)
Business Days prior to (or, in the case of the initial Distribution Date, on)
the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent Distribution Dates), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. The final distribution on each Certificate (determined, in
the case of a Principal Balance Certificate, without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Certificate pursuant to Section 4.04(a)) will be
made in a like manner, but only upon presentation and surrender of such
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution. Prior
to any termination of the Trust Fund pursuant to Section 9.01, any distribution
that is to be made with respect to a Certificate in reimbursement of a Realized
Loss or Additional Trust Fund Expense previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
as such address last appeared in the Certificate Register or to any other
address of which the Trustee was subsequently notified in writing. If such check
is returned to the Trustee, then the Trustee, directly or through an agent,
shall take such reasonable steps to contact the related Holder and deliver such
check as it shall deem appropriate. Any funds in respect of a check returned to
the Trustee shall be set aside by the Trustee and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Trustee has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Trustee shall, subject to applicable law,
distribute the unclaimed funds to the Class R-II Certificateholders.

            (f) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

            (g) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund with respect to the Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates with respect to amounts properly
previously distributed on the Certificates.

            (h) Except as otherwise provided in Section 9.01, whenever the
Trustee receives written notification of or expects that the final distribution
with respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be
made on the next Distribution Date, the Trustee shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of
such Class of Certificates on such date a notice to the effect that:

            (i) the Trustee expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon presentation and surrender of such Certificates at the office of the
      Certificate Registrar or at such other location therein specified, and

            (ii) no interest shall accrue on such Certificates from and after
      the end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six (6) months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(g) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-II Certificateholders all
unclaimed funds and other assets which remain subject thereto.

            (i) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

            (j) During each Interest Accrual Period, each Uncertificated
Lower-Tier Interest shall accrue interest in an amount equal to the product of
the Uncertificated Principal Balance of each such Uncertificated Lower-Tier
Interest and the Weighted Average Net Mortgage Rate (or, in the case of the
Class LAMP-E1 Interest and Class LAMP-E2 Interest, the Class AMP-E Adjusted Net
Mortgage Rate). On each Distribution Date, each Uncertificated Lower-Tier
Interest shall be deemed to receive distributions in respect of interest in an
amount equal to the Distributable Certificate Interest for such Distribution
Date (and, to the extent not previously paid, for all prior Distribution Dates,
if any) in respect of its Corresponding Certificate, and (other than in the case
of the Class LAMP-E1 and Class LAMP-E2 Interests) the portion of the
Distributable Certificate Interest for such Distribution Date (and, to the
extent not previously paid, for all prior Distribution Dates, if any) of the
Class IO Certificates that is attributable to the Corresponding Component of
such Uncertificated Lower-Tier Interest, in each case to the extent actually
distributable thereon as provided in Section 4.01(a) or Section 9.01.

            All distributions of principal made in respect of any Class of
Principal Balance Certificates on each Distribution Date pursuant to Section
4.01(a) or Section 9.01 shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding
Uncertificated Lower-Tier Interest. All distributions of reimbursements of
Realized Losses and Additional Trust Fund Expenses made in respect of any Class
of Principal Balance Certificates on each Distribution Date pursuant to Section
4.01(a) shall be deemed to have first been distributed from the Lower-Tier REMIC
to the Upper-Tier REMIC in respect of its Corresponding Uncertificated
Lower-Tier Interests; provided, however, that distributions of reimbursements of
Realized Losses and Additional Trust Fund Expenses (other than with respect to
the Ala Moana Portfolio Non-Pooled Trust Loan) shall be made in reverse
sequential order of the priority set forth in this Section 4.01(i) for principal
distributions, up to the amount of Realized Losses and Additional Trust Fund
Expenses previously allocated to a particular Class of Uncertificated Lower-Tier
Interests, and with respect to the Ala Moana Portfolio Non-Pooled Trust Loan,
shall be allocated first to the Class LAMP-E2 Interest and then to the Class
LAMP-E1 Interest.

            On each Distribution Date, the Trustee shall withdraw from the
Lower-Tier Distribution Account an aggregate amount equal to all Net Prepayment
Consideration actually collected on the Pooled Mortgage Loans or any Pooled REO
Mortgage Loans during the related Collection Period and shall distribute such
amount in respect of the Class LA-1 Interest by depositing such amount in the
Upper-Tier Distribution Account (notwithstanding that all principal and interest
distributable with respect to the Class LA-1 Interest has been paid in full) and
with respect to a Loan REMIC Loan, first from the Loan REMIC Distribution
Account to the Lower-Tier Distribution Account in respect of the related Loan
REMIC Regular Interest.

            Any amount that remains in the Lower-Tier Distribution Account or
the Class AMP-E Sub-Account on each Distribution Date after distribution of the
Lower-Tier Distribution Amount and any Net Prepayment Consideration, shall be
distributed to the Holders of the Class R-I Certificates (but only to the extent
of the Available Distribution Amount or the Available AMP-E Distribution Amount,
as applicable, for such Distribution Date remaining in the Lower-Tier
Distribution Account or the Class AMP-E Sub-Account, as applicable).

            (k) Principal and interest amounts, Realized Losses, reimbursement
of Realized Losses and Additional Trust Fund Expenses and timing and amounts of
distributions on each Loan REMIC Regular Interest shall be equal to principal
and interest amounts, Realized Losses, reimbursement of Realized Losses and
Additional Trust Fund Expenses with respect to the related Loan REMIC Loan such
that at all times the amount of interest received on, and the principal balance
of, a Loan REMIC Regular Interest equals such amount or balance of the related
Loan REMIC Loan. Any amounts remaining in the Loan REMIC Distribution Account on
any Distribution Date after the distributions described in this Section4.01(k)
shall be distributed to the Holders of the Class R-I Certificates.

            (l) On each Distribution Date, the Trustee shall withdraw from the
Class P Sub-Account any amounts that represent Post-ARD Additional Interest
Received with respect to any ARD Loan and any successor REO Mortgage Loan with
respect to any ARD Loan during the related Collection Period and shall
distribute such amounts to the Holders of the Class P Certificates.

            Section 4.02 Statements to Certificateholders; CMSA Loan Periodic
Update File.

            (a) On each Distribution Date, the Trustee shall provide or make
available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Representative, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), which shall also include the CMSA Bond Level File and the CMSA
Collateral Summary File, based on information provided to it by the Master
Servicer and/or the Special Servicer, setting forth, without limitation:

            (i) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Principal Balance Certificates in reduction of
      the Class Principal Balance thereof;

            (ii) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Interest Certificates allocable to
      Distributable Certificate Interest;

            (iii) the amount of the distribution on such Distribution Date to
      the Holders of each Class of Regular Interest Certificates allocable to
      Prepayment Premiums and Yield Maintenance Charges, respectively;

            (iv) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Principal Balance Certificates in reimbursement
      of previously allocated Realized Losses and Additional Trust Fund
      Expenses;

            (v) the total payments and other collections Received by the Trust
      during the related Collection Period, the fees and expenses paid therefrom
      (with an identification of the party receiving such fees and expenses) and
      if known, the general purpose of such fees and expenses and the Available
      Distribution Amount, Sub-Pool 1 Available Distribution Amount and Sub-Pool
      2 Available Distribution Amount for such Distribution Date;

            (vi) the aggregate amount of P&I Advances made in respect of the
      Mortgage Pool for the prior Distribution Date pursuant to Section 4.03(a)
      and/or Section 4.03A;

            (vii) (A) the aggregate amount of unreimbursed P&I Advances that had
      been outstanding with respect to the Mortgage Pool at the close of
      business on the related Determination Date and the aggregate amount of any
      interest accrued and payable to the Master Servicer or the Trustee in
      respect of such unreimbursed P&I Advances in accordance with Section
      4.03(d) or 4.03A as of the close of business on such Determination Date
      and (B) the aggregate amount of unreimbursed Servicing Advances that had
      been outstanding with respect to the Mortgage Pool as of the close of
      business on the related Determination Date and the aggregate amount of
      interest accrued and payable to the Master Servicer, the Special Servicer
      or the Trustee in respect of such unreimbursed Servicing Advances in
      accordance with Section 3.12(b) as of the close of business on such
      related Determination Date;

            (viii) the aggregate unpaid principal balance of the Mortgage Pool
      outstanding as of the close of business on the related Determination Date
      and the aggregate Stated Principal Balance of the Mortgage Pool
      outstanding immediately before and immediately after such Distribution
      Date;

            (ix) the number, aggregate unpaid principal balance, weighted
      average remaining term to maturity and weighted average Mortgage Rate
      (excluding, if applicable, the portion thereof comprised of the Additional
      Interest Rate following the related Anticipated Repayment Date) of the
      Mortgage Loans (other than REO Loans) as of the close of business on the
      related Determination Date;

            (x) the number, aggregate unpaid principal balance (as of the close
      of business on the related Determination Date and aggregate Stated
      Principal Balance (immediately after such Distribution Date) of Mortgage
      Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C)
      delinquent 90 or more days, (D) as to which foreclosure proceedings have
      been commenced, and (E) as to which, to the knowledge of the Master
      Servicer or the Special Servicer, as applicable, bankruptcy proceedings
      have commenced in respect of the related Mortgagor;

            (xi) as to each Mortgage Loan referred to in the preceding clause
      (x) above, (A) the Mortgage Loan number thereof, (B) the Stated Principal
      Balance thereof immediately following such Distribution Date and (C)
      whether the delinquency is in respect of its Balloon Payment;

            (xii) with respect to any Mortgage Loan as to which a Liquidation
      Event occurred during the related Collection Period (other than a payment
      in full), (A) the Mortgage Loan number thereof, (B) the nature of the
      Liquidation Event and, in the case of a Final Recovery Determination, a
      brief description of the basis for such Final Recovery Determination, (C)
      the aggregate of all Liquidation Proceeds and other amounts received in
      connection with such Liquidation Event (separately identifying the portion
      thereof allocable to distributions on the Certificates), and (D) the
      amount of any Realized Loss in connection with such Liquidation Event;

            (xiii) with respect to any Mortgage Loan that was the subject of any
      material modification, extension or waiver during the related Collection
      Period, (A) the Mortgage Loan number thereof, (B) the unpaid principal
      balance thereof and (C) a brief description of such modification,
      extension or waiver, as the case may be;

            (xiv) with respect to any Mortgage Loan as to which an uncured and
      unresolved Material Breach or Material Document Defect is alleged to
      exist, (A) the Mortgage Loan number thereof, (B) the unpaid principal
      balance thereof, (C) a brief description of such Material Breach or
      Material Document Defect, as the case may be, and (D) the status of such
      Material Breach or Material Document Defect, as the case may be, including
      any actions actually known to the Trustee that are being taken by or on
      behalf of the related Mortgage Loan Seller with respect thereto;

            (xv) with respect to any Serviced REO Property that was included in
      the Trust Fund as of the close of business on the related Determination
      Date, the Mortgage Loan number of the related Mortgage Loan, the book
      value of such REO Property and the amount of REO Revenues and other
      amounts, if any, received with respect to such REO Property during the
      related Collection Period (separately identifying the portion thereof
      allocable to distributions on the Certificates) and, if available, the
      Appraised Value of such REO Property as expressed in the most recent
      appraisal thereof and the date of such appraisal;

            (xvi) with respect to any Mortgage Loan as to which the related
      Mortgaged Property became an REO Property during the related Collection
      Period, the Mortgage Loan number of such Mortgage Loan and the Stated
      Principal Balance of such Mortgage Loan as of the related Acquisition
      Date;

            (xvii) with respect to any Serviced REO Property included in the
      Trust Fund as to which a Final Recovery Determination was made during the
      related Collection Period, (A) the Mortgage Loan number of the related
      Mortgage Loan, (B) a brief description of the basis for the Final Recovery
      Determination, (C) the aggregate of all Liquidation Proceeds and other
      amounts received with respect to such REO Property during the related
      Collection Period (separately identifying the portion thereof allocable to
      distributions on the Certificates), (D) the amount of any Realized Loss in
      respect of the related REO Loan in connection with such Final Recovery
      Determination and (E), if available, the Appraised Value of such REO
      Property as expressed in the most recent appraisal thereof and the date of
      such appraisal;

            (xviii) the Distributable Certificate Interest and Accrued
      Certificate Interest in respect of each Class of Regular Interest
      Certificates for such Distribution Date or the related Interest Accrual
      Period, as applicable;

            (xix) any unpaid Distributable Certificate Interest in respect of
      each Class of Regular Interest Certificates after giving effect to the
      distributions made on such Distribution Date, and if the full amount of
      the Principal Distribution Amount was not distributed on such Distribution
      Date, the portion of the shortfall affecting each Class of Principal
      Balance Certificates;

            (xx) the Pass-Through Rate for each Class of Regular Interest
      Certificates for such Distribution Date;

            (xxi) the Principal Distribution Amount for such Distribution Date
      (and, in the case of any Principal Prepayment or other unscheduled
      collection of principal received during the related Collection Period, the
      Mortgage Loan number for the related Mortgage Loan and the amount of such
      prepayment or other collection of principal);

            (xxii) the aggregate of all Realized Losses incurred during the
      related Collection Period and from the Closing Date and all Additional
      Trust Fund Expenses (with a description thereof) incurred during the
      related Collection Period and from the Closing Date;

            (xxiii) the aggregate of all Realized Losses and Additional Trust
      Fund Expenses that remain unallocated immediately following such
      Distribution Date;

            (xxiv) the Class Principal Balance of each Class of Principal
      Balance Certificates and the Notional Amount of the Class IO Certificates
      outstanding immediately before and immediately after such Distribution
      Date, separately identifying any reduction therein due to the allocation
      of Realized Losses and Additional Trust Fund Expenses on such Distribution
      Date;

            (xxv) the Certificate Factor for each Class of Regular Interest
      Certificates immediately following such Distribution Date;

            (xxvi) the aggregate amount of any interest on Advances in respect
      of the Mortgage Pool paid to the Master Servicer, the Special Servicer and
      the Trustee during the related Collection Period in accordance with
      Section 3.12(b), Section 4.03(d) and/or Section 4.03A;

            (xxvii) (A) the Mortgage Loan number for each Required Appraisal
      Loan and any related Appraisal Reduction Amount (including an itemized
      calculation thereof) as of the related Determination Date and (B) the
      aggregate Appraisal Reduction Amount for all Required Appraisal Loans as
      of the related Determination Date;

            (xxviii) on a cumulative basis from the Cut-off Date, the number,
      aggregate Stated Principal Balance immediately after such Distribution
      Date (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date
      Balance (in the case of subclauses (C) and (D)), weighted average
      extension period (except in the case of subclause (B) and which shall be
      zero in the case of subclause (C)), and weighted average anticipated
      extension period (in the case of subclause (B)) of Mortgage Loans (A) as
      to which the maturity dates have been extended, (B) as to which the
      maturity dates are in the process of being extended, (C) that have paid
      off and were never extended, (D) as to which the maturity dates had
      previously been extended and have paid off and (E) as to which the
      maturity dates had been previously extended and are in the process of
      being further extended;

            (xxix) the original and then current credit support levels for each
      Class of Regular Interest Certificates;

            (xxx) the original and then current ratings, if any, for each Class
      of Regular Interest Certificates;

            (xxxi) the aggregate amount of Prepayment Premiums and Yield
      Maintenance Charges collected (A) during the related Collection Period and
      (B) since the Closing Date;

            (xxxii) (A) the aggregate amount of servicing compensation in
      respect of the Mortgage Pool (separately identifying the amount of each
      category of compensation) paid to the Master Servicer, the Special
      Servicer and, if payable directly out of the Trust Fund without a
      reduction in the servicing compensation otherwise payable to the Master
      Servicer or the Special Servicer, to each Sub-Servicer, during the related
      Collection Period, and (B) such other information as the Trustee is
      required by the Code or other applicable law to furnish to enable
      Certificateholders to prepare their tax returns;

            (xxxiii) the amounts, if any, actually distributed with respect to
      the Class R-I and Class R-II Certificates on such Distribution Date; and

            (xxxiv) as determined and/or approved by the Depositor, any other
      information necessary to satisfy the requirements of Item 1121(a) of
      Regulation AB that can, in the Trustee's reasonable judgment, be included
      on the Distribution Date Statement without undue difficulty.

            In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xvii), (xi),
(xxii), (xxvi), (xxvii), (xxviii), (xxxi) and (xxxii) above, insofar as the
underlying information is solely within the control of the Special Servicer or
the Master Servicer, the Trustee may, absent manifest error, conclusively rely
on the reports to be provided by the Special Servicer or the Master Servicer.

            The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depositor. The Trustee shall make available each month, to
Certificateholders, Certificate Owners, the Underwriters, the Rating Agencies,
the Controlling Class Representative, any party hereto or any Person identified
by any Certificateholder or Certificate Owner as a prospective transferee, via
the Trustee's internet website, all Certificateholder Reports and any additional
files containing substantially similar information in an alternative format and,
with the consent or at the direction of the Depositor, such other information
regarding the Certificates and/or the Mortgage Loans as the Trustee may have in
its possession. The Trustee will make no representations or warranties as to the
accuracy or completeness of such documents and will assume no responsibility
therefor.

            The Trustee's internet website shall initially be located at
"https://www.ctslink.com" or at such other address as shall be specified by the
Trustee from time to time in the Distribution Date Statement and in one or more
written notices delivered to the Depositor, the Master Servicer, the Special
Servicer, the Controlling Class Representative (if any), the Certificateholders
and the Rating Agencies. In connection with providing access to the Trustee's
internet website, the Trustee may require the acceptance of a disclaimer. The
Trustee shall not be liable for the dissemination of information in accordance
with this Agreement.

            The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Representative, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports in its
possession, on its internet website. The Master Servicer will make no
representations or warranties as to the accuracy or completeness of any report
not prepared by it and will assume no responsibility for any information for
which it is not the original source.

            The Master Servicer's internet website shall initially be located at
"www.wachovia.com" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require,
without limitation, the acceptance of a disclaimer, registration and a
confidentiality agreement. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement.

            Absent manifest error of which it has actual knowledge, none of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor,
the Depositor (including information in the Prospectus Supplement), any Mortgage
Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor, any Mortgage Loan Seller, a third party or each other.

            Within a reasonable period of time after the end of each calendar
year the Trustee shall send to each Person who at any time during the calendar
year was a Certificateholder of record, a report summarizing on an annual basis
(if appropriate) the items relating to distributions of interest (including
Prepayment Premiums and Yield Maintenance Charges) and principal to
Certificateholders during such calendar year set forth in the Distribution Date
Statements and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.

            Upon receipt of notice from the Depositor that the Underwriters have
sold the Non-Registered Certificates to unaffiliated third parties, the Trustee
shall make available electronically or, if so requested, forward by hard copy,
on each Distribution Date, to (i) the Trepp Group (at 477 Madison Avenue, 18th
Floor, New York, New York 10022 or such other address as the Trepp Group may
designate), (ii) Intex Solutions, Inc. (at 35 Highland Circle, Needham,
Massachusetts 02194, or such other address as Intex Solutions, Inc. may
hereafter designate), (iii) Charter Research Corporation (at 262 Washington
Street, Boston, Massachusetts 02108, or such other address as Charter Research
Corporation may hereafter designate), and (iv) any other similar third party
information provider, a copy of the reports made available to the Holders of the
Certificates on such Distribution Date as described above.

            Upon written request of the Depositor, the Master Servicer, the
Special Servicer, the Controlling Class Representative or any Underwriter,
without payment of any fee, and upon written request of any Certificateholders
or any other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) electronically to such party (such
electronic distribution and such statements, reports, and/or information thereon
to bear such appropriate disclaimers and qualifications as the Depositor and the
Trustee shall determine in their reasonable discretion).

            If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

            The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives, in the format required by this Agreement, the necessary underlying
information from the Master Servicer or the Special Servicer, as applicable, and
shall not be liable for any failure to deliver any thereof on the prescribed due
dates, to the extent caused by failure to receive timely such underlying
information. Nothing herein shall obligate the Trustee, the Master Servicer or
the Special Servicer to violate any applicable law prohibiting disclosure of
information with respect to any Mortgagor and the failure of the Trustee, Master
Servicer or the Special Servicer to disseminate information for such reason
shall not be a breach hereof.

            The information to be furnished by the Trustee to the
Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the
Trustee in furnishing any such information to other Persons to whom it
determines such disclosure to be appropriate and shall not limit the Trustee in
furnishing to Certificateholders or to any Person any other information with
respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may
be provided to it by the Depositor, the Master Servicer or the Special Servicer
or gathered by it in any investigation or other manner from time to time (such
information, other than as described in Sections 4.02(a) and (b), is referred to
herein as "Additional Information") as it may reasonably deem necessary or
appropriate from time to time, provided that (A) the Trustee shall give the
Depositor three (3) Business Days' advance notice before doing so, (B) any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below), (C) the Trustee
shall be entitled to indicate the source of all information furnished by it, and
the Trustee may affix thereto any disclaimer it deems appropriate in its
reasonable discretion, (D) the Trustee shall notify Certificateholders of the
availability of any such information in any manner as it, in its sole
discretion, may determine, and (E) this provision shall not prevent the Trustee,
whether with or without the consent of the Depositor, from furnishing
information with respect to the Trust Fund and its administration thereof to any
Person, if it reasonably determines that the furnishing of such information is
required by applicable law. The Trustee shall forward to the Depositor any
requests for Additional Information which, for their fulfillment, require the
consent of the Depositor. Nothing herein shall be construed to impose upon the
Trustee any obligation or duty to furnish or distribute any Additional
Information to any Person in any instance.

            (b) Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee, and upon request, the Trustee shall make available on such
Distribution Date to the Depositor, the Underwriters and the Special Servicer,
by electronic transmission (or in such other form to which the Trustee or the
Depositor, as the case may be, and the Master Servicer may agree), an accurate
and complete CMSA Loan Periodic Update File providing the required information
for the Mortgage Loans and any successor REO Mortgage Loans (including, without
limitation, the Available Distribution Amount, Sub-Pool 1 Available Distribution
Amount and Sub-Pool 2 Available Distribution Amount) as of the related
Determination Date.

            In the performance of its obligations set forth in Section 4.06 and
its other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the information
provided to it by the Master Servicer. In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer shall have no obligation to provide such
information until it has received such information from the Special Servicer,
shall not be in default hereunder due to a delay in providing the CMSA Loan
Periodic Update File caused by the Special Servicer's failure to timely provide
any report required under this Agreement and may, absent actual knowledge of an
error therein, conclusively rely on the reports to be provided by the Special
Servicer. The Master Servicer may conclusively rely on any information provided
by the Depositor or any Mortgagor with respect to the CMSA Loan Periodic Update
File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File.

            Section 4.03 P&I Advances.

            (a) On or before 1:00 p.m., New York City time, on each Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c)
below, satisfy its obligations to make any required P&I Advances with respect to
the related Distribution Date in respect of the Mortgage Pool (other than the
Serviced Loan Combination Trust Mortgage Loans, the Ala Moana Pooled Trust Loan
and the Ala Moana Non-Pooled Trust Loan or any successor REO Mortgage Loans with
respect thereto), first, by transferring to the Trustee for deposit in the
related Loan REMIC Distribution Account or the Lower-Tier Distribution Account,
as applicable, amounts then held in the Pool Custodial Account for future
distribution to Certificateholders in subsequent months in discharge of such
obligations, and second, by remitting its own funds to the Trustee for deposit
in the related Loan REMIC Distribution Account or the Lower-Tier Distribution
Account, as applicable, in an amount equal to the remaining portion of such
required P&I Advances. Any amounts held in the Pool Custodial Account for future
distribution and so used to make P&I Advances shall be appropriately reflected
in the Master Servicer's records and replaced by the Master Servicer by deposit
in the Pool Custodial Account on or before the next succeeding Determination
Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and interest in respect of which such
P&I Advances were made). If, as of 3:00 p.m., New York City time, on any Master
Servicer Remittance Date, the Master Servicer shall not have made any P&I
Advance required to be made on such date pursuant to this Section 4.03(a) (and
shall not have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy number (704)
593-7740 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone number (704) 593-7862 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 5:00 p.m., New
York City time, on such Master Servicer Remittance Date. If after such notice by
facsimile, the Trustee does not receive the full amount of such P&I Advances by
11:00 a.m., New York City time, on the related Distribution Date, then the
Trustee shall make the portion of such P&I Advances that was required to be, but
was not, made by the Master Servicer on such Master Servicer Remittance Date.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee as successor master servicer, as the case may be,
pursuant to the first paragraph of Section 4.03(a) in respect of any
Distribution Date shall, subject to Section 4.03(c) below, equal the aggregate
of all Monthly Payments (other than Balloon Payments) and any Assumed Monthly
Payments (except with respect to any Serviced Companion Loan), in each case net
of related Master Servicing Fees and any related Workout Fees, due or deemed
due, as the case may be, in respect of the Mortgage Loans (including Balloon
Mortgage Loans delinquent as to their respective Balloon Payments) and any REO
Mortgage Loans in the Mortgage Pool (exclusive of the Serviced Loan Combination
Trust Mortgage Loans, the Ala Moana Pooled Trust Loan and the Ala Moana
Non-Pooled Trust Loan or any successor REO Mortgage Loans with respect thereto)
on their respective Due Dates during the related Collection Period, in each case
to the extent such amount was not paid by or on behalf of the related Mortgagor
or otherwise collected (including as net income from REO Properties) as of the
close of business on the related Determination Date; provided that if it is
determined that an Appraisal Reduction Amount exists with respect to any such
Mortgage Loan or REO Mortgage Loan, then, in the event of subsequent
delinquencies thereon, the amount of each P&I Advance, if any, required to be
made in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be,
during the period that such Appraisal Reduction Amount continues to exist, shall
be reduced to equal the product of (x) the amount of the subject P&I Advance
that would otherwise be required without regard to this proviso, multiplied by
(y) a fraction, the numerator of which is equal to the Stated Principal Balance
of such Mortgage Loan or REO Mortgage Loan, as the case may be, net of such
Appraisal Reduction Amount, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may
be.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable Advance, as determined by the Master
Servicer, the Special Servicer or the Trustee. The determination by the Master
Servicer or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section
4.03, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Special Servicer and the
Depositor on or before the related Master Servicer Remittance Date, setting
forth the basis for such determination, together with any other information that
supports such determination, including any appraisal (which appraisal shall have
been conducted by an Independent Appraiser within the 12-month period preceding
such determination in accordance with the standards of the Appraisal Institute
taking into account the factors specified in Section 3.19), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties (to the extent available and/or in the Master
Servicer's or Special Servicer's possession, as applicable), engineers' reports,
environmental surveys and any similar reports that the Master Servicer or
Special Servicer may have obtained consistent with the Servicing Standard and at
the expense of the Trust Fund, that support such determination by the Master
Servicer or Special Servicer. If, in connection with the foregoing, it is
necessary for the Master Servicer to obtain an appraisal, the Master Servicer
shall so notify the Special Servicer and consult with the Special Servicer
regarding such appraisal. The cost of an appraisal shall be paid by the Trust as
an Additional Trust Fund Expense. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer or the Special
Servicer that a P&I Advance, if made, would be a Nonrecoverable P&I Advance, and
the Master Servicer and the Trustee shall conclusively rely on any
non-recoverability determination made by the Special Servicer (but this
statement shall not be construed to entitle the Special Servicer to reverse any
other authorized Person's determination, or to prohibit any such other
authorized Person from making a determination that a P&I Advance constitutes or
would constitute a Nonrecoverable P&I Advance); provided, however, that if the
Master Servicer has failed to make a P&I Advance for reasons other than a
determination by the Master Servicer that such P&I Advance would be
Nonrecoverable P&I Advance, the Trustee shall make such Advance within the time
periods required by Section 4.03(a) unless the Trustee, in its good faith,
reasonable discretion, makes a determination prior to the times specified in
Section 4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. In
addition, the Master Servicer shall consider Workout-Delayed Reimbursement
Amounts in respect of prior P&I Advances on the applicable Mortgage Loan that
have not been repaid by the related Mortgagor for the purposes of
nonrecoverability determinations as if such amounts were unreimbursed P&I
Advances. Upon determining that any P&I Advance previously made with respect to
a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable P&I Advance,
the Special Servicer shall report to the Master Servicer the Special Servicer's
determination. The Master Servicer shall be entitled to conclusively rely on
such determination.

            (d) The Master Servicer and the Trustee shall each be entitled to
receive interest at the Reimbursement Rate in effect from time to time,
compounded annually, accrued on the amount of each P&I Advance made thereby
under this Section 4.03 (with its own funds) for so long as such P&I Advance is
outstanding; provided that, if the grace period for the delinquent Monthly
Payment as to which a P&I Advance was made under this Section has not elapsed as
of the time such P&I Advance was made, then the total interest so accrued on
such P&I Advance prior to the expiration of such grace period, shall not exceed
the amount of Default Charges, if any, collected in connection with the late
payment of such delinquent Monthly Payment; and provided, further that, in no
event shall interest so accrue on any P&I Advance as to which the corresponding
Late Collection was received by the Master Servicer or a Sub-Servicer on its
behalf as of the related Master Servicer Remittance Date. Interest so accrued on
any P&I Advance made under this Section shall be payable in accordance with the
terms of Section 3.05.

            Section 4.03A P&I Advances on the Loan Combination Trust Mortgage
Loans and the Ala Moana Portfolio Loan Combination.

            With respect to the P&I Advances and the Loan Combinations, the
Master Servicer shall make P&I Advances with respect to the related Loan
Combination Trust Mortgage Loans, but will not make P&I Advances with respect to
the related Companion Loans. With respect to the P&I Advances and the Ala Moana
Portfolio Loan Combination, the Master Servicer shall make P&I Advances with
respect to the Ala Moana Pooled Trust Loan and the Ala Moana Portfolio
Non-Pooled Trust Loan.

            The Master Servicer shall, subject to Section 4.03A(c) below,
satisfy its obligations to make any required P&I Advance on each Master Servicer
Remittance Date in respect of the Loan Combination Trust Mortgage Loans, by
depositing into the related Loan Combination Custodial Account (or in the case
of any Loan Combination Trust Mortgage Loan that is not a Serviced Loan, by
depositing in the Pool Custodial Account or, with respect to the Ala Moana
Portfolio Non-Pooled Trust Loan, the Class AMP-E Custodial Account), out of
amounts held in such Custodial Account for future distribution (subject to
replacement of such amounts by the following Master Servicer Remittance Date)
and, if such amounts are insufficient, then out of its own funds, the amount of
such P&I Advance required to be made. P&I Advances with respect to any Loan
Combination Trust Mortgage Loan shall be made no later than 2:00 p.m., New York
City time, on each Master Servicer Remittance Date. If, as of 4:00 p.m., New
York City time, on any Master Servicer Remittance Date, the Master Servicer
shall not have made any P&I Advance required to be made on such date pursuant to
this Section 4.03A(a) in respect of the Loan Combination Trust Mortgage Loans
(and the Master Servicer shall not have delivered to the Trustee the requisite
Officer's Certificate and documentation related to a determination of
nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy number (704) 593-7740 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone number (704) 593-7862 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 5:00 p.m., New York City time, on such Master Servicer
Remittance Date. The Trustee shall also provide a copy of such notice to the
master servicer of the securitization holding the related Pari Passu Companion
Loan, such obligation being contingent upon such master servicer having
previously provided notice to the Trustee; provided, however that the Trustee
has actual knowledge that the related Pari Passu Companion Loan is included in
such securitization based upon a notice received from such master servicer. If
after such notice, the Trustee does not receive the full amount of such P&I
Advance(s) by 11:00 a.m., New York City time, on the related Distribution Date,
then the Trustee as successor master servicer shall make the portion of such P&I
Advances that was required to be, but was not, made by the Master Servicer in
respect of the Loan Combination Trust Mortgage Loans or any successor REO
Mortgage Loans with respect thereto on the preceding Master Servicer Remittance
Date.

            The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee, as the case may be, pursuant to the first paragraph of
Section 4.03A(a) in respect of any Distribution Date shall, subject to Section
4.03A(c) below, equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments, in each case net of related Master
Servicing Fees (and net of any servicing fees due to any related Lead Master
Servicer or Subsequent Master Servicer) and any related Workout Fees, due or
deemed due, as the case may be, in respect of the Loan Combination Trust
Mortgage Loans (including Balloon Loans delinquent as to their respective
Balloon Payments) and any successor REO Loans to such Loans on their respective
Due Dates during the related Collection Period, in each case, to the extent such
amount was not paid by or on behalf of the related Mortgagor or otherwise
collected (including as net income from REO Properties) as of the close of
business on the related Determination Date; provided that if it is determined
that an Appraisal Reduction Amount exists with respect to any such Loan
Combination or REO Loan, then, in the event of subsequent delinquencies thereon,
the amount of each P&I Advance, if any, required to be made in respect of such
Loan Combination or REO Loan, as the case may be, during the period that such
Appraisal Reduction Amount continues to exist, shall be reduced to equal the
product of (x) the amount of the subject P&I Advance that would otherwise be
required without regard to this proviso, multiplied by (y) a fraction, the
numerator of which is equal to the Stated Principal Balance of the Loan
Combination Trust Mortgage Loan(s) net of the portion of the applicable
Appraisal Reduction Amount allocated to such Loan Combination Trust Mortgage
Loan(s), and the denominator of which is equal to the Stated Principal Balance
of such Loan Combination Trust Mortgage Loan(s) (or related Mortgage Loan or REO
Mortgage Loan) or, with respect to any Non-Serviced Trust Loan, without regard
to the balances of the related Pari Passu Companion Loans if the Lead Master
Servicer has performed such calculations and reported the Appraisal Reduction
Amount to the Master Servicer. For purposes of the preceding sentence Appraisal
Reduction Amounts with respect to a Loan Combination shall be applied first to
the related Subordinate Companion Loan, if any (or, in the case of the Ala Moana
Portfolio Loan Combination as provided in the applicable Lead PSA) until its
balance is reduced to zero and then, to the related Loan Combination Trust
Mortgage Loan and with respect to any other Loan Combination including Pari
Passu Companion Loans, if applicable, the related Pari Passu Companion Loan(s),
based on their respective outstanding principal balances (and, in the case of a
Non-Serviced Loan Combination, to the extent the applicable Lead Master Servicer
has not notified the Master Servicer that it previously applied such amounts).

            With respect to P&I Advances and the Non-Serviced Trust Loans, the
Master Servicer and the Trustee shall be entitled to rely on the "appraisal
reduction amount" calculated by the applicable Lead Special Servicer or the
applicable Lead Master Servicer in accordance with the terms of the applicable
Lead PSA.

            Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03A with respect to Loan
Combination Trust Mortgage Loans, or related REO Loans if such P&I Advance would
if made, constitute a Nonrecoverable P&I Advance, as determined by the Master
Servicer, the Special Servicer or the Trustee. The determination by the Master
Servicer or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section
4.03A with respect to any Loan Combination Trust Mortgage Loan, would constitute
a Nonrecoverable P&I Advance, shall be evidenced by an Officer's Certificate
delivered to any Lead Master Servicer, any Lead Special Servicer, the Trustee,
the Special Servicer on or prior to the next Master Servicer Remittance Date and
to the Companion Loan Noteholders (and the related Subsequent Master Servicer,
if applicable) for such Serviced Pari Passu Companion Loan and Lead Master
Servicer, any Lead Special Servicer for a Non-Serviced Trust Loan within two
Business Days after such determination was made, setting forth the basis for
such determination, together with any other information that supports such
determination, including except with respect to any Non-Serviced Trust Loan, any
appraisal (which appraisal shall be an expense payable out of the related Loan
Combination Custodial Account or, if funds therein are insufficient therefor or
in the case of a Non-Serviced Trust Loan, from the Pool Custodial Account) and
shall have been conducted by an Independent Appraiser in accordance with the
standards of the Appraisal Institute, within the twelve months preceding such
determination of nonrecoverability), Mortgagor operating statements and
financial statements, budgets and rent rolls of the Mortgaged Property (to the
extent available and/or in the Master Servicer's or the Special Servicer's
possession, as applicable), engineers' reports, environmental surveys and any
similar reports that the Master Servicer or the Special Servicer may have
obtained consistent with the Servicing Standard and that support such
determination by the Master Servicer or the Special Servicer. If, in connection
with the foregoing, it is necessary for the Master Servicer to obtain an
appraisal, the Master Servicer shall so notify the Special Servicer and consult
with the Special Servicer regarding such appraisal. The Trustee shall be
entitled to rely, conclusively, on any determination by the Master Servicer or
Special Servicer that a P&I Advance to be made in respect of the Loan
Combination Trust Mortgage Loans or any successor REO Mortgage Loans with
respect thereto, if made, would be a Nonrecoverable Advance, and the Master
Servicer and the Trustee shall conclusively rely on any non-recoverability
determination made by the Special Servicer (but this statement shall not be
construed to entitle the Special Servicer to reverse any other authorized
Person's determination, or to prohibit any such other authorized Person from
making a determination, that a P&I Advance constitutes or would constitute a
Nonrecoverable Advance); provided, however, that if the Master Servicer has
failed to make such a P&I Advance with respect to the Loan Combination Trust
Mortgage Loans or any successor REO Mortgage Loan for reasons other than a
determination by the Master Servicer that such P&I Advance would be
Nonrecoverable Advance or the Trustee shall make such Advance within the time
periods required by Section 4.03A(a) unless the Trustee, in its good faith,
reasonable discretion, makes a determination prior to the times specified in
Section 4.03A(a) that such P&I Advance would be a Nonrecoverable P&I Advance. In
addition, the Master Servicer shall consider Workout-Delayed Reimbursement
Amounts in respect of prior P&I Advances on the applicable Loan that have not
been repaid by the related Mortgagor for the purposes of nonrecoverability
determinations as if such amounts were unreimbursed P&I Advances.

            The Master Servicer and the Trustee shall be entitled to receive
interest at the Reimbursement Rate in effect from time to time, compounded
annually, accrued on the amount of each P&I Advance made thereby in respect of a
Loan Combination Trust Mortgage Loan or related REO Loans under this Section
4.03A (with its own funds) for so long as such P&I Advance is outstanding;
provided that, if the grace period for the delinquent Monthly Payment as to
which a P&I Advance was made under this Section 4.03A has not elapsed as of the
time such P&I Advance was made, then the total interest so accrued on such P&I
Advance prior to the expiration of such grace period, shall not exceed the
amount of Default Charges, if any, collected in connection with the late payment
of such delinquent Monthly Payment; and provided, further, that in no event
shall interest so accrue on any P&I Advance in respect of a Loan Combination
Trust Mortgage Loan or related REO Loan as to which the corresponding Late
Collection was received by the Master Servicer or a Sub-Servicer on its behalf
as of the Master Servicer Remittance Date on which such P&I Advance was made.
Interest so accrued on any P&I Advance made under this Section shall be payable
in accordance with the terms of Section 3.05 and 3.05A.

            With respect to any Non-Serviced Loan Combination, if (1) the
related Lead Master Servicer has determined that a proposed P&I Advance (as
defined in the Lead PSA) with respect to the Non-Serviced Trust Loan or any
related Pari Passu Companion Loan, if made, or any outstanding P&I advance
previously made, would be, or is, as applicable, a "nonrecoverable advance," and
the related Lead Master Servicer has provided written notice of such
determination to the Master Servicer, or (2) if the Master Servicer has
determined that a P&I Advance with respect to the Non-Serviced Trust Loan would
be a Nonrecoverable P&I Advance, then none of the Master Servicer and the
Trustee shall make any additional P&I Advance with respect to the Non-Serviced
Trust Loan until the Master Servicer has consulted with the Lead Master Servicer
and they agree that circumstances with respect to such Loans have changed such
that a proposed future P&I Advance would not be a "nonrecoverable advance." With
respect to each Non-Serviced Trust Loan, if the Master Servicer has determined
that a proposed P&I Advance with respect to such Loan, would be a Nonrecoverable
Advance, the Master Servicer shall provide the applicable Lead Master Servicer
and any applicable Subsequent Master Servicer written notice of such
determination within two Business Days after such determination was made.

            If the Trustee or the Master Servicer has received notice from Fitch
or S&P that the Master Servicer no longer has Fitch's Approval or is no longer
on S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer,
then such party shall promptly notify the other, the Special Servicer and the
applicable Lead Master Servicer or Subsequent Master Servicer of the same.

            If the Master Servicer has received notice that a Lead Master
Servicer or a Subsequent Master Servicer no longer has Fitch's Approval or is no
longer on S&P's Select Servicer List as a U.S. Commercial Mortgage Master
Servicer, then the Master Servicer shall not be required to abide by any
determination of nonrecoverability by such Lead Master Servicer or Subsequent
Master Servicer.

            For the purpose of this Section 4.03A(f), "Fitch's Approval" means
that a master servicer (1) is acting as master servicer in a commercial mortgage
loan securitization that was rated by Fitch within the twelve month period prior
to the date of determination, and Fitch has not downgraded or withdrawn the
then-current rating on any class of commercial mortgage securities or placed any
class of commercial mortgage securities on watch citing the continuation of such
master servicer as master servicer of such commercial mortgage securities as the
cause for such downgrade, withdrawal or watch, or (2) is approved by Fitch.

            Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses.

            (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates (other
than the Class AMP-E Certificates) exceeds (ii) the aggregate Stated Principal
Balance of the Mortgage Pool that will be outstanding immediately following such
Distribution Date. If such excess does exist, then the Class Principal Balances
of the Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H,
Class G, Class F, Class E, Class D, Class C, Class B, Class A-J and Class A-M
Certificates shall be reduced sequentially, in that order, in each case, until
such excess or the related Class Principal Balance is reduced to zero (whichever
occurs first). If, after the foregoing reductions, the amount described in
clause (i) of the second preceding sentence still exceeds the amount described
in clause (ii) of such sentence, then the respective Class Principal Balances of
all the outstanding Classes of the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-4 and Class A-1A Certificates shall be reduced on a pro rata basis in
accordance with the relative sizes of such Class Principal Balances, until any
such remaining excess is reduced to zero. On each Distribution Date, following
the distributions to Class AMP-E Certificateholders to be made on such date
pursuant to Section 4.01, the Trustee shall determine the amount, if any, by
which (i) the then aggregate of the Class Principal Balances of all the Classes
of AMP-E Certificates exceeds (ii) the Stated Principal Balance of the Ala Moana
Portfolio Non-Pooled Trust Loan that will be outstanding immediately following
such Distribution Date. If such excess does exist, then the Class Principal
Balances of the Class AMP-E2 and Class AMP-E1 Certificates shall be reduced
sequentially, in that order, in each case, until such excess or the related
Class Principal Balance is reduced to zero (whichever occurs first). All such
reductions in the Class Principal Balances of the respective Classes of the
Principal Balance Certificates shall constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

            (b) On each Distribution Date, following the deemed distributions of
principal or in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made in respect of the Uncertificated Lower-Tier
Interests pursuant to Section 4.01(i), the Uncertificated Principal Balance of
the Corresponding Uncertificated Lower-Tier Interests (after taking account of
such deemed distributions) shall be reduced as a result of Realized Losses and
Additional Trust Fund Expenses to equal the Class Principal Balance of the Class
of Corresponding Certificates that will be outstanding immediately following
such Distribution Date.

            Section 4.05 Various Reinstatement Amounts.

            (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, exceeds (ii) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates (other than the Class AMP-E Certificates). If such an excess does
exist, then the Trustee shall allocate the Total Principal Reinstatement Amount,
if any, for the subject Distribution Date as follows until it is allocated in
full: first, to all of the Classes of Class A Certificates, up to, and on a pro
rata basis in accordance with, the respective Loss Reimbursement Amounts, if
any, for such Classes of Class A Certificates with respect to the next
succeeding Distribution Date; and then to the remaining Classes of Principal
Balance Certificates (other than the Class AMP-E Certificates), sequentially in
alphabetical order based on the respective Class designations thereof, in each
case up to any Loss Reimbursement Amount for such Class of Principal Balance
Certificates immediately prior to such Distribution Date. Any portion of the
Total Principal Reinstatement Amount for any Distribution Date that is allocated
to a particular Class of Principal Balance Certificates shall be: (i) referred
to herein as the "Class Principal Reinstatement Amount" in respect of such Class
of Principal Balance Certificates for such Distribution Date; and (ii) added to
the Class Principal Balance of such Class of Principal Balance Certificates on
such Distribution Date. Notwithstanding anything to the contrary contained
herein, the parties hereby acknowledge that the reinstatement of all or any
portion of the Class Principal Balance of any Class of Principal Balance
Certificates on any Distribution Date shall be a result of the collection of
Recovered Amounts during the related Collection Period and the upward adjustment
of the Adjusted Principal Distribution Amount for such Distribution Date as a
result of such Recovered Amounts.

            (b) In addition, in connection with its reinstatement of all or any
portion of the Class Principal Balance of any one or more Classes of Principal
Balance Certificates on any Distribution Date pursuant to Section 4.05(a), the
Trustee shall calculate the amount of lost Distributable Certificate Interest
that would have accrued on the respective Classes of Regular Interest
Certificates through and including the end of the Interest Accrual Period for
such Distribution Date if no Unfunded Principal Balance Reductions had resulted
from the reimbursement out of general collections of principal on the Mortgage
Pool of the particular Advances relating to the Recovered Amounts associated
with such reinstatement of outstanding principal. Once determined, such lost
Distributable Certificate Interest in respect of any particular Class of Regular
Interest Certificates shall be reinstated and become due and payable on future
Distribution Dates as part of the unpaid Distributable Certificate Interest for
such Class of Regular Interest Certificates from prior Distribution Dates. All
such reinstated Distributable Certificate Interest in respect of any particular
Class of Regular Interest Certificates shall be treated the same as any other
unpaid Distributable Certificate Interest in respect of such Class of Regular
Interest Certificates.

            (c) If the Class Principal Balance of any Class of Principal Balance
Certificates is increased on any Distribution Date pursuant to Section 4.05(a),
then the Uncertificated Principal Balance of such Class' Corresponding
Lower-Tier Regular Interest shall be deemed to have first been increased by the
same amount and the principal balance of a Loan REMIC Regular Interest shall be
deemed to have first been increased by the amount such increase relates to the
related Loan REMIC Loan. The amount of each such increase in the Lower-Tier
Interest Principal Balance of a Lower-Tier Regular Interest on any Distribution
Date shall be referred to herein as the "Lower-Tier Interest Principal
Reinstatement Amount" in respect of such Lower-Tier Regular Interest for such
Distribution Date.

            Section 4.06 Calculations.

            The Trustee shall, provided it receives the necessary information
from the Master Servicer and the Special Servicer, be responsible for performing
all calculations necessary in connection with the actual and deemed
distributions and allocations to be made pursuant to Section 4.01 and Article IX
and the actual and deemed allocations of Realized Losses and Additional Trust
Fund Expenses to be made pursuant to Section 4.04. The Trustee shall calculate
the Available Distribution Amount and the Available Class AMP-E Distribution
Amount for each Distribution Date and shall allocate such amounts among
Certificateholders in accordance with this Agreement, and the Trustee shall have
no obligation to recompute, recalculate or verify any information provided to it
by the Special Servicer or Master Servicer. The calculations by the Trustee of
such amounts shall, in the absence of manifest error, be presumptively deemed to
be correct for all purposes hereunder.

            Section 4.07 Use of Agents.

            The Master Servicer, the Special Servicer or the Trustee may at its
own expense utilize agents or attorneys-in-fact in performing any of its
obligations under this Article IV (except the obligation to make P&I Advances),
but no such utilization shall relieve the Master Servicer, the Special Servicer
or the Trustee, as applicable, from any of such obligations, and the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact
(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 Exhibits A-1, A-2, A-3, A-4, A-5 and A-6; provided that any
of the Certificates may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Certificates (other than a portion of the Class H, the Class R-I or Class R-II
Certificates) shall initially be held and transferred through the book-entry
facilities of the Depository. The Regular Interest Certificates will be issuable
only in denominations corresponding to initial Certificate Principal Balances or
initial Notional Amount, as the case may be, as of the Closing Date of $25,000
in the case of the Class A-1, Class A-2, Class A-1A, Class A-3, Class A-4, Class
A-M, Class A-J, Class B, Class C, Class D and Class E Certificates, $1,000,000
in the case of the Class IO Certificates, $100,000 in the case of the remaining
Regular Interest Certificates and $10,000,000, in the case of any Definitive
Certificate, and in each such case in integral multiples of $1 in excess
thereof. The Class R-I and Class R-II Certificates will be issuable in
denominations representing Percentage Interests in the related Class of not less
than 5%.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

            Section 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at Sixth and
Marquette, Minneapolis, Minnesota 55479-0113, Attention: Transfer Agent--COBALT
CMBS Commercial Mortgage Trust 2006-C1. The Certificate Registrar may appoint,
by a written instrument delivered to the Depositor, the Master Servicer, the
Special Servicer and (if the Trustee is not the Certificate Registrar) the
Trustee, any other bank or trust company to act as Certificate Registrar under
such conditions as the predecessor Certificate Registrar may prescribe, provided
that the predecessor Certificate Registrar shall not be relieved of any of its
duties or responsibilities hereunder by reason of such appointment. If the
Trustee resigns or is removed in accordance with the terms hereof, the successor
trustee shall immediately succeed to its duties as Certificate Registrar. The
Depositor, the Trustee (if it is no longer the Certificate Registrar), the
Master Servicer and the Special Servicer shall have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.

            If three or more Holders make written request to the Trustee, and
such request states that such Holders desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within thirty (30) days after the receipt of
such request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

            (b) No Transfer of any Non-Registered Certificate or interest
therein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with a Transfer of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates to a successor Depository or to the applicable
Certificate Owner(s) in accordance with Section 5.03), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or, with respect to each Definitive Non-Registered Certificate
other than the Class R-I and Class R-II Certificates, as Exhibit F-2B; or (ii)
an Opinion of Counsel satisfactory to the Trustee to the effect that the
prospective Transferee is an Institutional Accredited Investor or a Qualified
Institutional Buyer (except in the case of the Class R-I and Class R-II
Certificates, where the prospective Transferee must be a Qualified Institutional
Buyer) and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator,
the Trustee or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based.

            Except as provided in the following two paragraphs, no interest in
the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of an interest in such Rule 144A Global Certificate. A Transferee of an
interest in the Rule 144A Global Certificate that takes delivery for a Class of
Book-Entry Non-Registered Certificates shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit F-2C hereto are, with
respect to the subject Transfer, true and correct.

            Any interest in the Rule 144A Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Certificates to be
transferred (such date of transfer, the "Transfer Date"). Upon delivery to the
Certificate Registrar of such certification and orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the applicable Class of Certificates and increase the denomination of
the Regulation S Global Certificate for the applicable Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions, provided that no Regulation S Restricted Certificate may be
transferred to a Person acquiring such Certificate in reliance on Regulation S.

            Also notwithstanding the foregoing, any interest in a Rule 144A
Global Certificate with respect to any Class of Book-Entry Non-Registered
Certificates may be transferred by any Certificate Owner holding such interest
to any Institutional Accredited Investor (other than a Qualified Institutional
Buyer) that takes delivery in the form of a Definitive Certificate of the same
Class as such Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) such certifications and/or opinions as are
contemplated by the second paragraph of this Section 5.02(b) and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Rule 144A
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.

            Except as provided in the next paragraph, no beneficial interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the date (the "Release Date") which is forty (40) days after the
Transfer Date, the Certificate Owner desiring to effect any such Transfer shall
be required to obtain from such Certificate Owner's prospective Transferee a
written certification substantially in the form set forth in Exhibit F-2D hereto
certifying that such Transferee is not a United States Securities Person. On or
prior to the Release Date, beneficial interests in the Regulation S Global
Certificate for each Class of Book-Entry Non-Registered Certificates may be held
only through Euroclear or Clearstream. The Regulation S Global Certificate for
each Class of Book-Entry Non-Registered Certificates shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository, provided that no Regulation S Restricted
Certificate may be transferred to a Person acquiring such Certificate in
reliance on Regulation S.

            Notwithstanding the preceding paragraph, after the Release Date, any
interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the Certificates to be transferred. Upon delivery to the
Certificate Registrar of such certification and orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Regulation S Global Certificate
in respect of the applicable Class being transferred and increase the
denomination of the Rule 144A Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Master Servicer, the Special Servicer, the Tax Administrator and the Certificate
Registrar against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

            (c) No Transfer of a Certificate or any interest therein shall be
made (i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I of ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (ii) to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code or any similar
violation of Similar Law. Except in connection with Transfer thereof to a
successor Depository or to the applicable Certificate Owner(s) in accordance
with Section 5.03, the Certificate Registrar shall refuse to register the
Transfer of a Definitive Non-Registered Certificate unless it has received from
the prospective Transferee, either (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in
the case of a Certificate other than a Class R-I or Class R-II Certificate, a
certification to the effect that the purchase and holding of such Certificate or
interest therein by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code, by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) alternatively, but only in the case of a Certificate
other than a Class R-I or Class R-II Certificate, a certification of facts and
an Opinion of Counsel which otherwise establish to the reasonable satisfaction
of the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. It is hereby acknowledged that the form of certification attached hereto
as Exhibit G (with respect to Definitive Non-Registered Certificates) is
acceptable for purposes of the preceding sentence. If any Transferee of a
Certificate (including a Registered Certificate) or any interest therein does
not, in connection with the subject Transfer, deliver to the Certificate
Registrar (in the case of a Definitive Certificate) any certification and/or
Opinion of Counsel contemplated by the second preceding sentence, then such
Transferee (and in any event any owner of a Book-Entry Certificate that is not
an Investment Grade Certificate) shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Certificate or interest therein by such Transferee
is exempt from the prohibited transaction provisions of Sections 406(a) and (b)
and 407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any
Transferee of a Book-Entry Certificate that is an Investment Grade Certificate
that is being acquired by or on behalf of a Plan in reliance on the Prohibited
Transaction Exemption shall be deemed to have represented and warranted that
such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, and (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person.

            (d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Interest Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee under clause
(ii)(A) below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such disposition.
The rights of each Person acquiring any Ownership Interest in a Residual
Interest Certificate are expressly subject to the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Residual Interest Certificate shall be a Permitted Transferee and
            shall promptly notify the Tax Administrator and the Trustee of any
            change or impending change in its status as a Permitted Transferee.

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Interest Certificate, except in the case of
            an initial transfer to an Underwriter or the Initial Purchaser or an
            affiliate thereof, the Certificate Registrar shall require delivery
            to it, and shall not register the Transfer of any Residual Interest
            Certificate until its receipt, of an affidavit and agreement
            substantially in the form attached hereto as Exhibit H-1 (a
            "Transfer Affidavit and Agreement"), from the proposed Transferee,
            representing and warranting, among other things, that such
            Transferee is a Permitted Transferee, that it is not acquiring its
            Ownership Interest in the Residual Interest Certificate that is the
            subject of the proposed Transfer as a nominee, trustee or agent for
            any Person that is not a Permitted Transferee, that for so long as
            it retains its Ownership Interest in a Residual Interest Certificate
            it will endeavor to remain a Permitted Transferee, and that it has
            reviewed the provisions of this Section 5.02(d) and agrees to be
            bound by them.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of either the Trustee or the Certificate
            Registrar has actual knowledge that the proposed Transferee is not a
            Permitted Transferee, no Transfer of an Ownership Interest in a
            Residual Interest Certificate to such proposed Transferee shall be
            effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Interest Certificate shall agree (1) to require a
            Transfer Affidavit and Agreement from any prospective Transferee to
            whom such Person attempts to Transfer its Ownership Interest in such
            Residual Interest Certificate and (2) not to Transfer its Ownership
            Interest in such Residual Interest Certificate unless it provides to
            the Certificate Registrar a certificate substantially in the form
            attached hereto as Exhibit H-2 stating that, among other things, it
            has no actual knowledge that such prospective Transferee is not a
            Permitted Transferee.

                  (E) Each Person holding or acquiring an Ownership Interest in
            a Residual Interest Certificate, by purchasing such Ownership
            Interest, agrees to give the Tax Administrator and the Trustee
            written notice that it is a "pass-through interest holder" within
            the meaning of temporary Treasury Regulations Section
            1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
            in a Residual Interest Certificate, if it is, or is holding an
            Ownership Interest in a Residual Interest Certificate on behalf of,
            a "pass-through interest holder."

            (ii) (A) If any purported Transferee shall become a Holder of a
      Residual Interest Certificate in violation of the provisions of this
      Section 5.02(d), then the last preceding Holder of such Residual Interest
      Certificate that was in compliance with the provisions of this Section
      5.02(d) shall be restored, to the extent permitted by law, to all rights
      as Holder thereof retroactive to the date of registration of such Transfer
      of such Residual Interest Certificate. None of the Depositor, the Trustee
      or the Certificate Registrar shall be under any liability to any Person
      for any registration of Transfer of a Residual Interest Certificate that
      is in fact not permitted by this Section 5.02(d) or for making any
      payments due on such Certificate to the Holder thereof or for taking any
      other action with respect to such Holder under the provisions of this
      Agreement.

                  (B) If any purported Transferee shall become a Holder of a
            Residual Interest Certificate in violation of the restrictions in
            this Section 5.02(d), then, to the extent that retroactive
            restoration of the rights of the preceding Holder of such Residual
            Interest Certificate as described in clause (ii)(A) above shall be
            invalid, illegal or unenforceable, the Trustee shall have the right
            but not the obligation, to cause the Transfer of such Residual
            Interest Certificate to a Permitted Transferee selected by the
            Trustee on such terms as the Trustee may choose, and the Trustee
            shall not be liable to any Person having an Ownership Interest in
            such Residual Interest Certificate as a result of the Trustee's
            exercise of such discretion. Such purported Transferee shall
            promptly endorse and deliver such Residual Interest Certificate in
            accordance with the instructions of the Trustee. Such Permitted
            Transferee may be the Trustee itself or any Affiliate of the
            Trustee.

            (iii) The Tax Administrator shall make available to the IRS and to
      those Persons specified by the REMIC Provisions all information furnished
      to it by the other parties hereto necessary to compute any tax imposed (A)
      as a result of the Transfer of an Ownership Interest in a Residual
      Interest Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury Regulations Sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions"
      of such Residual Interest Certificate and (B) as a result of any regulated
      investment company, real estate investment trust, common trust fund,
      partnership, trust, estate or organization described in Section 1381 of
      the Code that holds an Ownership Interest in a Residual Interest
      Certificate having as among its record Holders at any time any Person
      which is a Disqualified Organization, and each of the other parties hereto
      shall furnish to the Tax Administrator all information in its possession
      necessary for the Tax Administrator to discharge such obligation. The
      Person holding such Ownership Interest shall be responsible for the
      reasonable compensation of the Tax Administrator for providing information
      thereto pursuant to this subsection (d)(iii) and Section 10.01(h)(i).

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated, provided that there
      shall have been delivered to the Trustee and the Tax Administrator the
      following:

                  (A) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not cause an Adverse Rating Event; and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Trustee and the Tax Administrator, obtained at the expense of
            the party seeking such modification of, addition to or elimination
            of such provisions (but in no event at the expense of the Trustee,
            the Tax Administrator or the Trust), to the effect that doing so
            will not (1) cause any REMIC Pool to cease to qualify as a REMIC or
            be subject to an entity-level tax caused by the Transfer of any
            Residual Interest Certificate to a Person which is not a Permitted
            Transferee or (2) cause a Person other than the prospective
            Transferee to be subject to a REMIC-related tax caused by the
            Transfer of a Residual Interest Certificate to a Person that is not
            a Permitted Transferee.

            (e) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of an
interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that, and such
other evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in Subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

            (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

            (g) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

            (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (i) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            Section 5.03 Book-Entry Certificates.

            (a) The Certificates (other than a portion of the Class H, the Class
R-I and Class R-II) shall, in the case of each such Class, initially be issued
as one or more Certificates registered in the name of the Depository or its
nominee and, except as provided in Section 5.03(c) and in the fifth paragraph of
Section 5.02(b), a Transfer of such Certificates may not be registered by the
Certificate Registrar unless such Transfer is to a successor Depository that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. Such Certificate Owners shall hold and Transfer
their respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided in Section
5.03(c) and in the fifth paragraph of Section 5.02(b), shall not be entitled to
definitive, fully registered Certificates ("Definitive Certificates") in respect
of such Ownership Interests. The Certificates (other than the Class R-I and
Class R-II) initially sold to Qualified Institutional Buyers in reliance on Rule
144A or in reliance on another exemption from the registration requirements of
the Securities Act shall, in the case of each such Class, be represented by the
Rule 144A Global Certificate for such Class, which shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository. The Certificates (other than the Class R-I and
Class R-II) initially sold in offshore transactions in reliance on Regulation S
shall, in the case of each such Class, be represented by the Regulation S Global
Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository, provided that only Investment Grade Certificates shall be
sold in offshore transactions in reliance on Regulation S. All Transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.

            (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same.

            Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Registered Certificates, the registered Holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

            (d) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the Transfer of ownership interests in any
Certificate which interests are transferable through the book-entry facilities
of the Depository.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar and their attorney fees and expenses)
connected therewith. Any replacement Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the
applicable REMIC created hereunder, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

            Section 5.05 Persons Deemed Owners.

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                                   ARTICLE VI

        THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
                        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 Continued Qualification and Compliance of Master
Servicer; Merger, Consolidation or Conversion of Depositor, Master Servicer or
Special Servicer.

            Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a legal entity under the laws of the jurisdiction of
its organization, and each will obtain and preserve its qualification to do
business as a foreign entity in, and will otherwise remain in compliance with
the laws of, each jurisdiction in which such qualification and compliance is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.

            Each of the Depositor, the Master Servicer and the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such successor
or surviving Person makes the applicable representations and warranties set
forth in Section 3.24 (in the case of a successor or surviving Person to the
Master Servicer) or Section 3.25 (in the case of a successor or surviving Person
to the Special Servicer), as applicable; and (iii) if such merger,
consolidation, transfer or succession occurs while the Trust is subject to the
reporting requirements of the Exchange Act, the Depositor shall have consented
thereto (which consent shall not be unreasonably withheld).

            Section 6.03 Limitation on Liability of Depositor, Master Servicer
and Special Servicer.

            None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Certificateholders or the
Companion Loan Noteholders for any action taken, or not taken, in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer or the
Special Servicer against any liability to the Trust Fund, the Certificateholders
or the Companion Loan Noteholders for the breach of a representation or warranty
made herein by such party, or against any expense or liability specifically
required to be borne by such party without right of reimbursement pursuant to
the terms hereof, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of its
obligations or duties hereunder or negligent disregard of such obligations or
duties. The Depositor, the Master Servicer, the Special Servicer and any
director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer and any director, manager, member, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer shall be
indemnified and held harmless by the Trust Fund out of the Pool Custodial
Account against any loss, liability or reasonable expense (including reasonable
legal fees and expenses) incurred in connection with any legal action or claim
relating to this Agreement or the Certificates (including in connection with the
dissemination of information and reports as contemplated by this Agreement),
other than any such loss, liability or expense: (i) specifically required to be
borne by the party seeking indemnification, without right of reimbursement
pursuant to the terms hereof; (ii) which constitutes a Servicing Advance that is
otherwise reimbursable hereunder; (iii) incurred in connection with any legal
action or claim against the party seeking indemnification, resulting from any
breach on the part of that party of a representation or warranty made herein; or
(iv) incurred in connection with any legal action or claim against the party
seeking indemnification, resulting from any willful misfeasance, bad faith or
negligence on the part of that party in the performance of its obligations or
duties hereunder or negligent disregard of such obligations or duties; provided
that if a Serviced Loan Combination is involved, such indemnity shall be payable
out of the related Loan Combination Custodial Account pursuant to Section 3.05A
and, to the extent not solely attributable to the Companion Loan in such
Serviced Loan Combination, shall also be payable out of the Pool Custodial
Account if amounts on deposit in the related Loan Combination Custodial Account
are insufficient therefor and such indemnity shall be deemed to not be "solely
attributable" to a Companion Loan merely by virtue of an action being brought by
or against the related Companion Loan Noteholder.

            None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any
administrative or legal action, proceeding, hearing or examination unless such
action is related to its respective duties under this Agreement and either (i)
it is specifically required hereunder to bear the costs of such action or (ii)
such action will not, in its reasonable and good faith judgment, involve it in
any ultimate expense or liability for which it would not be reimbursed
hereunder. Notwithstanding the foregoing, the Depositor, the Master Servicer or
the Special Servicer may in its discretion undertake any such action which it
may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties hereto and the interests of
the Certificateholders (or, if a Loan Combination is affected, the rights of the
Certificateholders and the related Companion Loan Noteholders (as a collective
whole)). In such event, the legal expenses and costs of such action, and any
liability resulting therefrom, shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Master Servicer and the Special Servicer
shall be entitled to be reimbursed therefor from the Pool Custodial Account as
provided in Section 3.05; provided, however, that if a Loan Combination and/or
the related Companion Loan Noteholders are involved, such expenses, costs and
liabilities shall be payable out of the related Loan Combination Custodial
Account pursuant to Section 3.05A and, to the extent attributable to the
Mortgage Loan in such Loan Combination, shall also be payable out of the Pool
Custodial Account if amounts on deposit in the related Loan Combination
Custodial Account are insufficient therefor. In no event shall the Master
Servicer or the Special Servicer be liable or responsible for any action taken
or omitted to be taken by the other of them (unless they are the same Person or
Affiliates) or for any action taken or omitted to be taken by the Depositor, the
Trustee, any Certificateholder or the Companion Loan Noteholders, subject to the
provisions of Section 8.05(c).

            Each Lead Master Servicer, Lead Special Servicer and any director,
manager, member, officer, employee or agent of a Lead Master Servicer or Lead
Special Servicer shall be indemnified and held harmless by the Trust Fund
against the Trust Fund's pro rata share of any loss, liability or reasonable
expense (including reasonable legal fees and expenses) incurred in connection
with any legal action or claim that (1) relates to the applicable Lead PSA
and/or this Agreement and (2) relates solely to the servicing of the applicable
Non-Serviced Loan Combination, other than any losses incurred by reason of such
Lead Master Servicer's or Lead Special Servicer's willful misfeasance, bad faith
or negligence in the performance of its duties under the applicable Lead PSA.

            In the event that the terms of a Subsequent PSA (provided the Master
Servicer and Special Servicer have been provided with a copy of such Subsequent
PSA) or Lead PSA provide for the indemnification of the Master Servicer and/or
the Special Servicer, the Master Servicer and Special Servicer shall diligently
pursue their rights under such Subsequent PSA or Lead PSA for the related
trust's proportionate share of any indemnification sought by the Master Servicer
or Special Servicer in connection with a Loan Combination.

            Section 6.04 Resignation of Master Servicer and the Special
Servicer.

            (a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time, provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within
fifteen (15) days, such successor shall be deemed approved thereby), (ii) each
of the Rating Agencies confirms in writing that the successor's appointment will
not result in an Adverse Rating Event, (iii) the resigning party pays all costs
and expenses in connection with such resignation and the resulting transfer of
servicing, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation and agrees in writing to be bound by the terms and
conditions of this Agreement. Neither the Master Servicer nor the Special
Servicer shall be permitted to resign except as contemplated above in this
Section 6.04(a).

            (b) Consistent with Section 6.04(a), neither the Master Servicer nor
the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other Person
or, except as provided in Sections 3.22, 4.07, 7.01(c) and 7.01(d), delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by it hereunder. If,
pursuant to any provision hereof, the duties of the Master Servicer or the
Special Servicer are transferred to a successor thereto, the Master Servicing
Fee, the Special Servicing Fee, any Workout Fee and/or any Liquidation Fee
(except as expressly contemplated by Section 3.11(b)), as applicable, that
accrues or otherwise becomes payable pursuant hereto from and after the date of
such transfer shall be payable to such successor. Notwithstanding anything to
the contrary herein, the outgoing Special Servicer shall be entitled to 100% of
any Liquidation Fee with respect to any Mortgage Loan as to which a Liquidation
Event has occurred prior to the effective date of transfer to the successor
Special Servicer.

            Section 6.05 Rights of Depositor, Trustee and Companion Loan
Noteholders in Respect of the Master Servicer and the Special Servicer.

            The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and the Companion Loan Noteholders
(including any servicer on their behalf), upon reasonable notice, during normal
business hours access to all records maintained thereby in respect of its rights
and obligations hereunder. Upon reasonable request, the Master Servicer and the
Special Servicer shall each furnish the Depositor, each Underwriter, the Trustee
and the Companion Loan Noteholders with its most recent publicly available
financial statements and such other non-proprietary information as the Master
Servicer or the Special Servicer, as the case may be, shall determine in its
sole and absolute discretion as it possesses, which is relevant to the
performance of its duties hereunder and which it is not prohibited by applicable
law or contract from disclosing. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer or Special Servicer
hereunder or exercise the rights of the Master Servicer and the Special Servicer
hereunder; provided, however, that neither the Master Servicer nor the Special
Servicer shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate the
Master Servicer or the Special Servicer as a party to this Agreement. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

            Section 6.06 Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.

            The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.

            Section 6.07 Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.

            The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.

            Section 6.08 Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer.

            The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.

            Section 6.09 Termination and Designation of Special Servicer by the
Controlling Class Representative.

            The Directing Holder may at any time and from time to time, without
cause, terminate the existing Special Servicer and designate a replacement
Special Servicer hereunder. In addition, with respect to each Mortgage Loan, the
Directing Holder may appoint a replacement Special Servicer for any existing
Special Servicer that has resigned or otherwise ceased to serve (including in
connection with termination pursuant to Section 7.01) as Special Servicer. With
respect to each Serviced Loan Combination, the rights of the Directing Holder or
Controlling Class Representative to terminate and/or appoint a replacement
Special Servicer shall be limited to that Loan Combination.

            The Directing Holder or the Controlling Class Representative, as
applicable, shall so designate a Person to serve as replacement Special Servicer
by the delivery to the Trustee, the Master Servicer and, if applicable, the
Companion Loan Noteholders, and the existing Special Servicer of a written
notice stating such designation. The Trustee shall, promptly after receiving any
such notice, deliver to the Rating Agencies an executed Notice and
Acknowledgment in the form attached hereto as Exhibit I-1. If the Controlling
Class Representative has not replaced the Special Servicer within thirty (30)
days of such Special Servicer's resignation or the date such Special Servicer
has ceased to serve in such capacity, the Trustee shall designate a successor
Special Servicer, subject to removal by the Controlling Class Representative and
appointment of a successor thereto pursuant to the terms of this Section 6.09.
Any designated Person (whether designated by the Controlling Class
Representative or the Trustee) shall become the Special Servicer on the date as
of which the Trustee shall have received all of the following: (1) written
confirmation from all of the Rating Agencies that the appointment of such Person
will not result in an Adverse Rating Event; (2) an Acknowledgment of Proposed
Special Servicer in the form attached hereto as Exhibit I-2, executed by the
designated Person, (3) confirmation that all out-of-pocket costs and expenses
incurred in connection with the removal and replacement of a Special Servicer
have been paid either by the removing party or the replacement Special Servicer
and (4) an Opinion of Counsel (at the expense of the Person designated to become
the Special Servicer) to the effect that, upon the execution and delivery of the
Acknowledgment of Proposed Special Servicer, the designated Person shall be
bound by the terms of this Agreement and, subject to customary limitations, that
this Agreement shall be enforceable against the designated Person in accordance
with its terms. Any existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the resigning Special Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation, whether in
respect of Servicing Advances or otherwise, (ii) if the resigning Special
Servicer was terminated without cause, it shall be entitled to a portion of
certain Workout Fees thereafter payable with respect to the Corrected Mortgage
Loans (but only if and to the extent permitted by Section 3.11(b)) and (iii) the
resigning Special Servicer shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such resignation. Such resigning Special
Servicer shall cooperate with the Trustee and the replacement Special Servicer
in effecting the termination of the resigning Special Servicer's
responsibilities and rights hereunder, including the transfer within two (2)
Business Days to the replacement Special Servicer for administration by it of
all cash amounts that shall at the time be or should have been credited by the
Special Servicer to a Custodial Account, a Servicing Account, a Reserve Account
or an REO Account or should have been delivered to the Master Servicer or that
are thereafter received with respect to Specially Serviced Mortgage Loans and
REO Properties. The Trustee shall notify the other parties hereto, the
Certificateholders and the Companion Loan Noteholders of any termination of the
Special Servicer and appointment of a new Special Servicer in accordance with
this Section 6.09.

            Any out-of-pocket costs and expenses incurred in connection with the
removal of a Special Servicer and its replacement by a Person designated by the
Directing Holder that are not paid by the replacement Special Servicer (or, if
the replacement is for cause, the terminated Special Servicer) shall be paid by
the Directing Holder. Notwithstanding anything herein to the contrary, the
Directing Holder with respect to any Serviced Loan Combination shall be
permitted to replace the Special Servicer in accordance with this Agreement only
with respect to such related Loan Combination.

            Section 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.

            The Master Servicer, the Special Servicer or any Affiliate of either
of them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding 51% or greater of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the Companion Loan Noteholders, if the Loan
Combinations are involved) to the proposal described in the written notice, and
if the Master Servicer or the Special Servicer shall act as proposed in the
written notice within 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 only in the
case of unusual circumstances.

            Section 6.11 Certain Powers of the Directing Holder and the Class
AMP-E Representative.

            (a) The Directing Holder will be entitled to advise the Special
Servicer with respect to the following actions of the Special Servicer in
connection with any Serviced Loan. The Special Servicer will not be permitted to
take any of the following actions unless and until it has notified the Directing
Holder in writing in capitalized, bold faced 14 point type containing the
following statement at the top of the first page: "THIS IS A REQUEST FOR
DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR
DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE
SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE," and (b) if the
Directing Holder fails to either approve or reject said approval action within
such five Business Day period after receipt of the first notice, and having been
provided with all reasonably requested information with respect thereto, and the
Special Servicer, delivers the approval action request to the Directing Holder
accompanied by a second notice in capitalized, bold faced 14 point type
containing the following statement at the top of the first page: "THIS IS A
SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR
DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, SUCH
APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER," then, if the
Directing Holder fails to approve or reject such approval action within such
second five Business Day period (approval or rejection by notice by facsimile on
the same day being acceptable), then the Directing Holder's approval will be
deemed to have been given:

            (i) any proposed or actual foreclosure upon or comparable conversion
      (which may include acquisition as an REO Property) of the ownership of
      properties securing such of the Specially Serviced Mortgage Loans as come
      into and continue in default or other enforcement action under the
      Mortgage Loan documents;

            (ii) any modification, extension, amendment or waiver of a monetary
      term (including the timing of payments) or any material non-monetary term
      of a Mortgage Loan (including any material term relating to insurance or
      any prohibition on additional debt);

            (iii) any proposed or actual sale of an REO Property (other than in
      connection with the termination of the Trust Fund) for less than the
      Purchase Price;

            (iv) any acceptance of a discounted payoff of a Mortgage Loan;

            (v) any determination to bring a Mortgaged Property or an REO
      Property into compliance with applicable environmental laws or to
      otherwise address Hazardous Materials located at a Mortgaged Property or
      an REO Property;

            (vi) any release of collateral for a Mortgage Loan or any release of
      a Mortgagor or any guarantor under a Mortgage Loan (other than in
      accordance with the terms of such Loan (with no material discretion by the
      mortgagee), or upon satisfaction of, such Mortgage Loan);

            (vii) any acceptance of substitute or additional collateral for a
      Mortgage Loan (other than in accordance with the terms of such Mortgage
      Loan (with no material discretion by the mortgagee));

            (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
      with respect to any Mortgage Loan or consent to a transfer of the
      Mortgaged Property or interest in the Mortgagor (to the extent the
      mortgagee has the right to consent to such transfer);

            (ix) any acceptance of an assumption agreement releasing a Mortgagor
      or a guarantor from liability under a Mortgage Loan;

            (x) any acceptance of a change in the property management company
      (provided that the unpaid principal balance of the related Mortgage Loan
      is greater than $5,000,000) or, if applicable, the hotel franchise for any
      Mortgaged Property;

            (xi) any extension of the maturity date of a Mortgage Loan, which
      results in the remaining term of any related ground lease (together with
      extensions at the sole option of the lender) being less than ten (10)
      years beyond the amortization term of such Mortgage Loan;

            (xii) any determination by the Special Servicer pursuant to clause
      (b), (c) or (d) of the definition of "Specially Serviced Mortgage Loan"
      that a Mortgage Loan has become a Specially Serviced Mortgage Loan;

            (xiii) any extension by the Special Servicer of the maturity date of
      a Performing Serviced Loan pursuant to Section 3.21(d); and

            (xiv) taking any action to enforce rights with respect to a
      mezzanine lender under the related intercreditor or co-lender Agreement;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole) (or, in the case of a Serviced Loan Combination, to protect
the interests of the Certificateholders and the related Companion Loan
Noteholder (as a collective whole)), the Special Servicer may take any such
action without waiting for the applicable Directing Holder's response. As used
in clauses (vi) and (vii) above, the term "material discretion" shall mean that
the relevant decision regarding the release of collateral or the acceptance of
substitute or additional collateral, as applicable, is in the discretion of the
mortgagee, and such decision need not be based upon the satisfaction of
specified objective conditions, the satisfactory delivery of certain factual
evidence or opinions or the satisfaction of any other specified objective
criteria that is set forth in the related Mortgage Loan documents.

            In addition, the Directing Holder may direct the Special Servicer to
take, or to refrain from taking, any actions with respect to the servicing
and/or administration of a Specially Serviced Mortgage Loan as the Directing
Holder may deem advisable or as to which provision is otherwise made herein
subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall
provide the Directing Holder with any information in the Special Servicer's
possession with respect to such matters, including its reasons for determining
to take a proposed action; provided that such information shall also be
provided, in a written format, to the Trustee, who shall make it available for
review pursuant to Section 8.14(b) and, insofar as a Loan Combination is
involved, for review by the related Companion Loan Noteholders.

            The Special Servicer shall notify the applicable Directing Holder of
any release or substitution of collateral for a Specially Serviced Mortgage Loan
even if such release or substitution is in accordance with such Mortgage Loan.

            Notwithstanding anything herein to the contrary, if a Companion Loan
Noteholder is a Directing Holder it shall be permitted to exercise the powers of
a Directing Holder under this Agreement only with respect to its related Loan
Combination.

            (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Directing Holder, as contemplated by
Section 6.11(a) or any other provision of this Agreement, or any party having
consultation rights under Section 6.11(e), may (and the Special Servicer shall
ignore and act without regard to any such advice, direction or objection that
the Special Servicer has determined, in its reasonable, good faith judgment,
would) require or cause the Special Servicer or Master Servicer to violate any
provision of this Agreement (exclusive of Section 6.11(a)) (including the
Special Servicer's obligation to act in accordance with the Servicing Standard),
the related Loan documents or the REMIC Provisions. Furthermore, the Special
Servicer shall not be obligated to seek approval from the Directing Holder for
any actions to be taken by the Special Servicer with respect to any particular
Specially Serviced Mortgage Loan if:

            (i) the Special Servicer has, as provided in Section 6.11(a),
      notified the applicable Directing Holder in writing of various actions
      that the Special Servicer proposes to take with respect to the workout or
      liquidation of that Specially Serviced Mortgage Loan; and

            (ii) for 60 days following the first such notice, such Directing
      Holder has objected to all of those proposed actions and has failed to
      suggest any alternative actions that the Special Servicer considers to be
      consistent with the Servicing Standard.

            (c) The Class AMP-E Representative shall have the right to exercise
any rights and/or purchase options to which the holder of the Ala Moana
Portfolio Non-Pooled Trust Loan is entitled pursuant to the applicable Co-Lender
Agreement (provided, that any exercise of any purchase option shall be solely in
the Class AMP-E Representative's individual capacity and not on behalf of the
Trust) or, if the holder of the Ala Moana Portfolio Non-Pooled Trust Loan is the
related Loan Combination Directing Holder, the right to direct and/or replace
the special servicer of the Ala Moana Portfolio Loan Combination. The parties
hereto shall take such actions as are necessary to cause such designation to be
recognized by the servicers and other co-lenders in respect of the Ala Moana
Portfolio Loan Combination.

            (d) Each of the Directing Holder and the Class AMP-E Representative
will have no liability to the Certificateholders or the Companion Loan
Noteholders for any action taken, or for refraining from the taking of any
action, or for errors in judgment; provided, however, that the Directing Holder
and Class AMP-E Representative will not be protected against any liability to
the Controlling Class or Controlling AMP-E Class, as applicable, which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of negligent disregard of obligations
or duties. Each Certificateholder acknowledges and agrees, by its acceptance of
its Certificates, that: (i) the Directing Holder and Class AMP-E Representative
each may, and is permitted hereunder to, have special relationships and
interests that conflict with those of Holders of one or more Classes of
Certificates; (ii) the Directing Holder and Class AMP-E Representative each may,
and is permitted hereunder to, act solely in the interests of the Holders of the
Controlling Class or Controlling AMP-E Class, as applicable; (iii) the Directing
Holder, the Class AMP-E Representative and their respective representatives do
not have any duties to the Holders of any Class of Certificates other than the
Controlling Class or Controlling AMP-E Class, as applicable; (iv) the Directing
Holder and Class AMP-E Representative each may, and is permitted hereunder to,
take actions that favor interests of the Holders of the Controlling Class or the
Controlling AMP-E Class, as applicable, over the interests of the Holders of one
or more other Classes of Certificates; (v) the Directing Holder and Class AMP-E
Representative shall have no liability whatsoever for having acted solely in the
interests of the Holders of the Controlling Class or Controlling AMP-E Class, as
applicable, or the related Companion Loan Noteholder; and (vi) the Directing
Holder and Class AMP-E Representative, as applicable, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Holder or Class AMP-E Representative, any
Holder of the Controlling Class or the Controlling AMP-E Class or any director,
officer, employee, agent or principal thereof for having so acted.

            (e) The applicable Companion Loan Noteholders shall be entitled to
receive, upon request made to any party hereto, a copy of any notice or report
required to be delivered (upon request or otherwise) by such party to the
related Loan Combination Directing Holder or the Trustee with respect to the
related Loan Combination. Any such party shall be permitted to require payment
of a sum sufficient to cover the reasonable costs and expenses of providing such
copies.

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to deposit into a Custodial
      Account, any amount, including any P&I Advance, required to be so
      deposited or remitted by it under this Agreement, which failure continues
      unremedied for one Business Day following the date on which a deposit or
      remittance was first required to be made; or

            (ii) any failure by the Special Servicer to deposit into an REO
      Account or to deposit into, or to remit to the Master Servicer for deposit
      into, a Custodial Account, any amount required to be so deposited or
      remitted under this Agreement, which failure continues unremedied for one
      Business Day following the date on which a deposit or remittance was first
      required to be made; or

            (iii) any failure by the Master Servicer to deposit into, or remit
      to the Trustee for deposit into, the Distribution Account, any amount
      (including any P&I Advances and any amounts to cover Prepayment Interest
      Shortfalls) required to be so deposited or remitted by it under this
      Agreement, which failure continues unremedied until 11:00 a.m. (New York
      City time) on the applicable Distribution Date or any failure by the
      Master Servicer to make, on a timely basis, the required payments to the
      applicable Companion Loan Noteholder on any Master Servicer Remittance
      Date, which failure continues unremedied until 11:00 a.m. (New York City
      time) on the first Business Day after such remittance date; or

            (iv) any failure by the Master Servicer or the Special Servicer to
      timely make any Servicing Advance required to be made by it hereunder,
      which Servicing Advance remains unmade for a period of three (3) Business
      Days following the date on which notice of such failure shall have been
      given to the Master Servicer or the Special Servicer, as the case may be,
      by the Trustee or any other parties hereunder; or

            (v) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any other
      covenants or agreements on the part of the Master Servicer or the Special
      Servicer, as the case may be, contained in this Agreement, which continues
      unremedied for a period of thirty (30) days (in the case of payment of
      insurance premiums, fifteen (15) days or the date on which any required
      insurance coverage terminates, if such premiums are not paid, whichever
      date is earlier) after the date on which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Master
      Servicer or the Special Servicer, as the case may be, by any other party
      hereto or to the Master Servicer or the Special Servicer, as the case may
      be (with a copy to each other party hereto), by any Companion Loan
      Noteholder (if affected thereby) or the Holders of Certificates entitled
      to at least 25% of the Voting Rights, provided, however, that with respect
      to any such failure which is not curable within such 30-day period, the
      Master Servicer or the Special Servicer, as the case may be, shall have an
      additional cure period of 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 and, if affected thereby, any Companion Loan
      Noteholder with an Officer's Certificate certifying that it has diligently
      pursued, and is diligently continuing to pursue, a full cure; or

            (vi) any breach on the part of the Master Servicer or the Special
      Servicer of any of its representations or warranties contained in this
      Agreement that materially and adversely affects the interests of any Class
      of Certificateholders or the Companion Loan Noteholders and which breach
      continues unremedied for a period of thirty (30) days after the date on
      which written notice of such breach, requiring the same to be remedied,
      shall have been given to the Master Servicer or the Special Servicer, as
      the case may be, by any other party hereto or to the Master Servicer or
      the Special Servicer, as the case may be (with a copy to each other party
      hereto), by the Companion Loan Noteholders (if affected thereby) or the
      Holders of Certificates entitled to at least 25% of the Voting Rights,
      provided, however, that with respect to any such breach which is not
      curable within such 30-day period, the Master Servicer or the Special
      Servicer, as the case may be, shall have an additional cure period of
      thirty (30) days so long as the Master Servicer or the Special Servicer,
      as the case may be, has commenced to cure such breach within the initial
      30-day period and provided the Trustee and, if affected thereby, any
      Companion Loan Noteholder with an Officer's Certificate certifying that it
      has diligently pursued, and is diligently continuing to pursue, a full
      cure; or

            (vii) a decree or order of a court or agency or supervisory
      authority having jurisdiction in the premises in an involuntary case under
      any present or future federal or state bankruptcy, insolvency or similar
      law for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Master Servicer or the Special Servicer and such decree or order shall
      have remained in force undischarged, undismissed or unstayed for a period
      of sixty (60) days; or

            (viii) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to it or
      of or relating to all or substantially all of its property; or

            (ix) the Master Servicer or the Special Servicer shall admit in
      writing its inability to pay its debts generally as they become due, file
      a petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations, or take any
      corporate action in furtherance of the foregoing; or

            (x) one or more ratings assigned by Fitch to the Certificates has
      been qualified, downgraded or withdrawn, or otherwise made the subject of
      a "negative" credit watch (and such "watch status" placement shall not
      have been withdrawn within sixty (60) days of the date such servicing
      officer obtained actual knowledge), which Fitch has determined and given
      notice in writing (including through a publication or newsletter) or
      electronically (including through an internet website), is solely or in
      material part a result of the Master Servicer or Special Servicer, as the
      case may be, acting in such capacity;

            (xi) the Master Servicer or the Special Servicer is removed from
      S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer
      or Special Servicer, as the case may be, and is not restored to such
      status on such list within sixty (60) days;

            (xii) with respect to any Serviced Companion Loan (1) the Master
      Servicer has been removed from S&P's Select Servicer List as a U.S.
      Commercial Mortgage Master Servicer and any of the ratings assigned to any
      Companion Loan Securities have been qualified, downgraded or withdrawn in
      connection with such removal and the Master Servicer is not reinstated on
      such list within 60 days; or (2) a servicing officer of the Master
      Servicer obtains actual knowledge that the continuation of the Master
      Servicer in such capacity for such Serviced Companion Loan would result in
      the downgrade, qualification or withdrawal of any rating then assigned by
      Fitch to any Companion Loan Securities and such notice is not withdrawn
      within 60 days;

            (xiii) the Master Servicer, or any Sub-Servicer appointed by the
      Master Servicer after the Closing Date (but excluding any Sub-Servicer set
      forth on Exhibit K or appointed pursuant to this Article VII), shall fail
      to deliver during any period in which the Trust is subject to the
      reporting requirements of the Exchange Act the items required to be
      delivered by this Agreement to enable the Trustee or Depositor to comply
      with the Trust's reporting obligations under the Exchange Act in
      accordance with the applicable deadlines (including grace periods) set
      forth in Article XI; or

            (xiv) the Master Servicer is no longer rated CMS3, its equivalent or
      higher by Fitch or the Special Servicer is no longer rated CSS3 or its
      equivalent or higher by Fitch, and, in each case, that rating is not
      restored within 60 days after the subject downgrade or withdrawal.

            When a single entity acts as the Master Servicer and the Special
Servicer, an Event of Default in one capacity shall constitute an Event of
Default in the other capacity.

            (b) If any Event of Default described in clauses (i)-(ix), (xi),
(xii), (xiii) and (xiv) of subsection (a) above shall occur with respect to the
Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the "Defaulting Party") and shall be continuing, then, and in
each and every such case, so long as such Event of Default shall not have been
remedied, the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 25% of the Voting Rights, the Trustee shall,
by notice in writing to the Defaulting Party (with a copy of such notice to each
other party hereto and the Rating Agencies) terminate, subject to Section
7.01(d), all of the rights and obligations (but not the liabilities for actions
and omissions occurring prior thereto) of the Defaulting Party under this
Agreement and in and to the Trust Fund and the Companion Loans, other than its
rights, if any, as a Certificateholder hereunder or as the holder of the
Companion Loans or any interest therein.

            If any Event of Default described in clause (x) of subsection (a)
above shall occur with respect to the Master Servicer or the Special Servicer
(in either case, under such circumstances, for purposes of this Section 7.01(b),
the "Defaulting Party"), the Trustee shall, by notice in writing (to be sent
immediately by facsimile transmission) to the Defaulting Party (with a copy of
such notice to each other party hereto and the Rating Agencies), terminate,
subject to Section 7.01(d), all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Companion Loans,
other than its rights, if any, as a Certificateholder hereunder or as the holder
of the Companion Loans or any interest therein, within thirty (30) days
following the occurrence of such Event of Default.

            From and after the receipt by the Defaulting Party of such written
notice of termination, all authority and power of the Defaulting Party under
this Agreement, whether with respect to the Certificates (other than as a Holder
of any Certificate), the Mortgage Loans (other than as a holder thereof or any
interest therein) or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this section, and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the 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 (10) Business Days subsequent to its receipt of the
notice of termination) provide the Trustee with all documents and records,
including those in electronic form, requested thereby to enable the Trustee to
assume the Master Servicer's or Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including (i) if the Master Servicer is
the Defaulting Party, the immediate transfer to the Trustee or a successor
Master Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Master Servicer to a Custodial
Account, the Distribution Account, the Defeasance Deposit Account, a Servicing
Account or a Reserve Account or that are thereafter received by or on behalf of
it with respect to any Mortgage Loan or (ii) if the Special Servicer is the
Defaulting Party, the transfer within two (2) Business Days to the Trustee or a
successor Special Servicer for administration by it of all cash amounts that
shall at the time be or should have been credited by the Special Servicer to an
REO Account, a Custodial Account, a Servicing Account or a Reserve Account or
should have been delivered to the Master Servicer or that are thereafter
received by or on behalf of it with respect to any 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
any party hereto pursuant to the prior paragraph shall be borne by the
Defaulting Party and if not paid by the Defaulting Party within ninety (90) days
after the presentation of reasonable documentation of such costs and expenses,
such expense shall be reimbursed by the Trust Fund; provided, however, that the
Defaulting Party shall not thereby be relieved of its liability for such
expenses. For purposes of this Section 7.01 and also for purposes of Section
7.03(b), the Trustee shall not be deemed to have knowledge of an event which
constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

            (c) In the case of an Event of Default under Section 7.01(a) of
which the Trustee has notice, the Trustee shall provide written notice thereof
to the Master Servicer promptly upon receipt of such notice. Notwithstanding
Section 7.01(b), if the Master Servicer receives a notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(x),
(xi), (xii) or (xiv) and if the terminated Master Servicer provides the Trustee
with the appropriate "request for proposal" materials within five (5) Business
Days following such termination, then the Master Servicer shall continue to
serve in such capacity hereunder until a successor thereto is selected in
accordance with this Section 7.01(c) or the expiration of forty-five (45) days
from the Master Servicer's receipt of the notice of termination, whichever
occurs first.

            Upon receipt of such "request for proposal" materials from the
terminated Master Servicer, the Trustee shall promptly thereafter (using such
"request for proposal" materials) solicit good faith bids for the rights to
master service the Mortgage Loans under this Agreement from at least three (3)
Persons qualified to act as a successor Master Servicer hereunder in accordance
with Section 6.02 and Section 7.02 (any such Person so qualified, a "Qualified
Bidder") or, if three (3) Qualified Bidders cannot be located, then from as many
Persons as the Trustee can determine are Qualified Bidders; provided that at the
Trustee's request, the terminated Master Servicer shall supply the Trustee with
the names of Persons from whom to solicit such bids; and provided, further, that
the Trustee shall not be responsible if less than three (3) or no Qualified
Bidders submit bids for the right to master service the 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 forty-five
(45) days after the receipt of notice of termination by the terminated Master
Servicer. The Trustee shall solicit 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 sub-service each of the Mortgage Loans not subject to a
Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to the
Master Servicing Fee Rate minus one (1) basis point 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 3.23 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder. The Trustee shall direct the
Successful Bidder to enter into this Agreement as successor Master Servicer
pursuant to the terms hereof (and, if the successful bid was a Servicing
Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Master
Servicer as contemplated above) no later than forty-five (45) days after the
receipt of notice of termination by the terminated Master Servicer.

            Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

            The terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to service the Mortgage Loans, which expenses are not reimbursed to the
party that incurred such expenses pursuant to the preceding paragraph.

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within forty-five (45) days after the terminated
Master Servicer received written notice of termination or no Successful Bidder
was identified within such 45-day period, the terminated Master Servicer shall
reimburse the Trustee for all reasonable "out-of-pocket" expenses incurred by
the Trustee in connection with such bid process and the Trustee shall have no
further obligations under this Section 7.01(c). The Trustee thereafter may act
or may select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

            (d) Other than with respect to any Loan which is serviced by the
Primary Servicer (unless the Primary Servicer is in default under the related
Primary Servicing Agreement and such default results in the ability to terminate
the Primary Servicer under the provisions of the Primary Servicing Agreement)
and notwithstanding Section 7.01(b), if any Event of Default on the part of the
Master Servicer occurs that affects a Companion Loan Noteholder and the Master
Servicer is not otherwise terminated in accordance with Section 7.01(b), or an
Event of Default on the part of the Master Servicer occurs that affects only one
or more of the Companion Loans, the Master Servicer may not be terminated in
accordance with Section 7.01(b), but, at the direction of the related Companion
Loan Noteholder, the Trustee shall require the Master Servicer to appoint,
within 30 days of the Trustee's request, a Sub-Servicer (or, if the Loan
Combinations are currently being sub-serviced, to replace, within 30 days of the
Trustee's request, the then-current Sub-Servicer with a new Sub-Servicer) with
respect to the related Loan Combination. In connection with the Master
Servicer's appointment of a Sub-Servicer at the request of the Trustee in
accordance with this Section 7.01(d), the Master Servicer shall obtain written
confirmation from each Rating Agency that such appointment will not result in an
Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities. The related Sub-Servicing Agreement shall satisfy all of the
requirements set forth in Section 3.23(a). Further, such Sub-Servicing Agreement
shall provide that any Sub-Servicer appointed by the Master Servicer at the
request of the Trustee in accordance with this Section 7.01(d) shall be
responsible for all duties, and shall be entitled to all compensation, of the
Master Servicer under this Agreement with respect to the related Loan
Combination, except that the Master Servicer shall be entitled to retain a
portion of the Master Servicing Fee for the Mortgage Loan in the related Loan
Combination calculated at 0.01% per annum. Such Sub-Servicing Agreement shall
also provide that (i) such Sub-Servicing Agreement may be terminated without
cause and without the payment of any fee and (ii) such Sub-Servicer shall agree
to become the master servicer under a separate servicing agreement for the
applicable Loan Combination in the event that the applicable Loan Combination is
no longer to be serviced and administered hereunder, which separate servicing
agreement shall contain servicing and administration, limitation of liability,
indemnification and servicing compensation provisions substantially similar to
the corresponding provisions of this Agreement, except for the fact that the
applicable Loan Combination and the related Loan Combination Mortgaged
Properties shall be the sole assets serviced and administered thereunder and the
sole source of funds thereunder. If any Sub-Servicer appointed by the Master
Servicer at the request of the Trustee in accordance with this Section 7.01(d)
shall at any time resign or be terminated, the Master Servicer shall be required
to promptly appoint a substitute Sub-Servicer, which appointment shall not
result in an Adverse Rating Event with respect to the Certificates or any
Companion Loan Securities (as evidenced in writing by each Rating Agency). In
the event that a successor Master Servicer is acting hereunder and that
successor Master Servicer desires to terminate the Sub-Servicer appointed under
this Section 7.01(d), the terminated Master Servicer that was responsible for
the Event of Default that led to the appointment of such Sub-Servicer shall be
responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09 or Section 7.01(c), be the successor in
all respects to the Master Servicer or the Special Servicer, as the case may be,
in its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all (and the former Master Servicer or the
Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, if the Master
Servicer is the resigning or terminated party, the Master Servicer's obligation
to make P&I Advances, including in connection with any termination of the Master
Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade
P&I Advances that gave rise to such Event of Default; provided that any failure
to perform such duties or responsibilities caused by the Master Servicer's or
the Special Servicer's, as the case may be, failure to provide information or
monies required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any 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 (except as set forth in
Section 3.11(a) and Section 3.11(b)). Notwithstanding the above, the Trustee
may, if it shall be unwilling to so act as either Master Servicer or Special
Servicer, as the case may be, or shall, if it is unable to so act as either
Master Servicer or Special Servicer, as the case may be, or if the Trustee is
not approved as a master servicer or a special servicer, as the case may be, by
any of the Rating Agencies, or if the Holders of Certificates entitled to a
majority of the Voting Rights so request in writing to the Trustee, promptly
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution as the successor to the
resigning or terminated Master Servicer or the Special Servicer, as the case may
be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the resigning or terminated Master Servicer or the
Special Servicer, as the case may be, hereunder; provided, however, that no such
appointee shall succeed to the rights and obligations of the Master Servicer or
Special Servicer hereunder unless (i) as confirmed in writing by each of the
Rating Agencies, such succession will not result in an Adverse Rating Event, and
(ii) such appointee makes the applicable representations and warranties set
forth in Section 3.24; and provided, further, that in the case of a resigning or
terminated Special Servicer, such appointment shall be subject to the rights of
the Holders of Certificates evidencing a majority of the Voting Rights allocated
to the Controlling Class to designate a successor pursuant to Section 6.09. No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall
agree, subject to the terms of this Agreement limiting the use of funds Received
in respect of a Serviced Loan Combination with respect to matters related to
such Loan Combination; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. Such
successor and the other parties hereto shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.

            Section 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and the
Master Servicer shall give prompt written notice thereof to the Companion Loan
Noteholders.

            (b) Not later than ten (10) days after a Responsible Officer of the
Trustee has notice of the occurrence of any event which constitutes or, with
notice or lapse of time or both, would constitute an Event of Default, the
Trustee shall transmit by mail to the Depositor, all the Certificateholders, the
Companion Loan Noteholders (to the extent the Trustee has received their
respective contact information from the Master Servicer, who shall provide such
information to the Trustee upon request) and the Rating Agencies notice of such
occurrence, unless such default shall have been cured.

            Section 7.04 Waiver of Events of Default.

            The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder, together with the Companion Loan Noteholders (if adversely affected
by such Event of Default), and if the Class AMP-E Certificates are adversely
affected, the Class AMP-E Majority Holder, may waive such Event of Default;
provided, however, that an Event of Default under any of clauses (i), (ii),
(iii), (x), (xi) and (xii) of Section 7.01(a) may be waived only by all of the
Certificateholders of the affected Classes, together with the Companion Loan
Noteholders, if any, that is affected by such Event of Default. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.

            The foregoing paragraph notwithstanding, if the Holders representing
at least the requisite percentage of the Voting Rights allocated to each
affected Class of Certificates desire to waive an Event of Default by the Master
Servicer, but either a Companion Loan Noteholder or, (in each case if adversely
affected thereby) does not wish to waive that Event of Default, then those
Holders may still waive that default, and the applicable Companion Loan
Noteholder will be entitled to request that the Master Servicer appoint, within
sixty (60) days of the Companion Loan Noteholder's request, as applicable, a
Sub-Servicer (or, if the applicable Loan Combination is currently being
subserviced, to replace, within sixty (60) days of the Companion Loan
Noteholder's request, the then-current Sub-Servicer (other than with respect to
any Loan which is serviced by the Primary Servicer (unless the Primary Servicer
is in default under the related Primary Servicing Agreement and such default
results in the ability to terminate the Primary Servicer under the provisions of
the Primary Servicing Agreement)) with a new Sub-Servicer) with respect to the
applicable Loan Combination. In connection with the Master Servicer's
appointment of a Sub-Servicer at the request of a Companion Loan Noteholder in
accordance with this Section 7.04, the Master Servicer shall obtain written
confirmation from each Rating Agency that such appointment will not result in an
Adverse Rating Event with respect to the Certificates or any Companion Loan
Securities. The related Sub-Servicing Agreement shall provide that any
Sub-Servicer appointed by the Master Servicer at the request of a Companion Loan
Noteholder in accordance with this Section 7.04 shall be responsible for all
duties, and shall be entitled to all compensation, of the Master Servicer under
this Agreement with respect to the applicable Loan Combination, except that the
Master Servicer shall be entitled to retain a portion of the Master Servicing
Fee for the Mortgage Loan in the Loan Combination calculated at 0.01% per annum.
Such Sub-Servicing Agreement shall also provide that (i) such Sub-Servicing
Agreement may be terminated without cause and without the payment of any fee and
(ii) such Sub-Servicer shall become the master servicer under a separate
servicing agreement for the applicable Loan Combination in the event that the
Loan Combination is no longer to be serviced and administered hereunder, which
separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
for the fact that the applicable Loan Combination and the Loan Combination
Mortgaged Properties shall be the sole assets serviced and administered
thereunder and the sole source of funds thereunder. Such Sub-Servicer (i) may be
terminated without cause and without the payment of any fee and (ii) shall meet
the requirements of Section 3.23. If any Sub-Servicer appointed by the Master
Servicer at the request of the Companion Loan Noteholder in accordance with this
Section 7.04 shall at any time resign or be terminated, the Master Servicer
shall be required to promptly appoint a substitute Sub-Servicer, which
appointment shall not result in an Adverse Rating Event (as evidenced in writing
by each Rating Agency). In the event a successor Master Servicer is acting
hereunder and that successor Master Servicer desires to terminate the
Sub-Servicer appointed under this Section 7.04, the terminated Master Servicer
that was responsible for the Event of Default that led to the appointment of
such Sub-Servicer shall be responsible for all costs incurred in connection with
such termination, including the payment of any termination fee.

            Section 7.05 Additional Remedies of Trustee Upon Event of Default.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust and on behalf of the Companion Loan Noteholders, to
take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the
rights and remedies, of the Certificateholders and the Companion Loan
Noteholders (including the institution and prosecution of all judicial,
administrative and other proceedings and the filings of proofs of claim and debt
in connection therewith). Except as otherwise expressly provided in this
Agreement, no remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs; provided that if the Trustee is acting as Master Servicer or
Special Servicer, it shall act in accordance with the Servicing Standard. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be personally liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee, unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts;

            (iii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the terms of this Agreement and the direction of any
      Controlling Class Representative, Controlling Class or Holders of
      Certificates entitled to at least 25% of the Voting Rights, relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Agreement; and

            (iv) The protections, immunities and indemnities afforded to the
      Trustee hereunder shall also be available to it in its capacity as
      Authenticating Agent, Certificate Registrar, Tax Administrator and
      Custodian.

            Section 8.02 Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

            (i) the Trustee may rely upon and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

            (ii) the Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance therewith;

            (iii) the Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or, except as provided in
      Section 10.01, to institute, conduct or defend any litigation hereunder or
      in relation hereto, at the request, order or direction of any of the
      Certificateholders, pursuant to the provisions of this Agreement, unless
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; except as provided in Section 10.01,
      the Trustee shall not be required to expend or risk its own funds or
      otherwise incur any financial liability in the performance of any of its
      duties hereunder, or in the exercise of any of its rights or powers, if it
      shall have reasonable grounds for believing that repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably
      assured to it; nothing contained herein shall, however, relieve the
      Trustee of the obligation, upon the occurrence of an Event of Default
      which has not been cured, to exercise such of the rights and powers vested
      in it by this Agreement, and to use the same degree of care and skill in
      their exercise as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs;

            (iv) the Trustee shall not be personally liable for any action
      reasonably taken, suffered or omitted by it in good faith and believed by
      it to be authorized or within the discretion or rights or powers conferred
      upon it by this Agreement;

            (v) prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, and
      except as may be provided in Section 10.01, the Trustee shall not be bound
      to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided, however, that if the payment
      within a reasonable time to the Trustee of the costs, expenses or
      liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee, not reasonably assured to
      the Trustee by the security afforded to it by the terms of this Agreement,
      the Trustee may require reasonable indemnity against such expense or
      liability as a condition to taking any such action;

            (vi) the Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys; provided, however, that the Trustee shall remain responsible
      for all acts and omissions of such agents or attorneys within the scope of
      their employment to the same extent as it is responsible for its own
      actions and omissions hereunder;

            (vii) the Trustee shall not be responsible for any act or omission
      of the Master Servicer or the Special Servicer (unless the Trustee is
      acting as Master Servicer or the Special Servicer) or the Depositor; and

            (viii) 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 and Section 8.16 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall not be taken as the statements of the
Trustee, and the Trustee shall not assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and the Trustee make
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 a Custodial
Account or any other account by or on behalf of the Depositor, the Master
Servicer or the Special Servicer. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

            Section 8.04 Trustee May Own Certificates.

            The Trustee or any agent of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Certificates with (except as
otherwise provided in the definition of "Certificateholder") the same rights it
would have if it were not the Trustee or such agent.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of and by
Trustee.

            (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account, prior to any distributions
to be made therefrom on such date, and pay to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. The Trustee Fees plus
any applicable interest accrued on the Distribution Account (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 or agent of the
Trustee shall be entitled to be indemnified for and held harmless by the Trust
Fund against any loss, liability or reasonable "out-of-pocket" expense
(including costs and expenses incurred in connection with removal of the Special
Servicer and Master Servicer pursuant to Sections 7.01 and 7.02, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement) arising out of, or incurred in connection with,
this Agreement or the Certificates ("Trustee Liability"); provided that such
loss, liability or expense constitutes an "unanticipated expense" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); and provided,
further, that neither the Trustee nor any of the other above specified Persons
shall be entitled to indemnification pursuant to this Section 8.05(b) for (1)
any liability specifically required to be borne thereby pursuant to the terms of
this Agreement, or (2) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of, or the
negligent disregard of, the Trustee's obligations and duties hereunder, or as
may arise from a breach of any representation, warranty or covenant of the
Trustee made herein, or (3) any loss, liability or expense that constitutes
allocable overhead. The provisions of this Section 8.05(b) and of Section
8.05(c) shall survive any resignation or removal of the Trustee and appointment
of a successor trustee.

            (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be a bank, a trust company,
an association or a corporation organized and doing business under the laws of
the United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state banking authority. If such bank, trust company, association or
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such bank,
trust company, association or corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall at all times maintain a long-term unsecured debt
rating of at least "AA-" by S&P (or "A+" by S&P if the short-term unsecured debt
rating of the Trustee is rated at least "A-1" by S&P), a long-term unsecured
debt rating of at least "AA-" by Fitch and a short-term unsecured debt rating of
at least "F-1" by Fitch (or, in the case of either Rating Agency, such other
rating as shall not result in an Adverse Rating Event with respect to the
Certificates or any Companion Loan Securities, as confirmed in writing by such
Rating Agency). The Trustee's acting in such capacity shall not adversely affect
the application of the Prohibited Transaction Exemption to the Investment Grade
Certificates. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided that if the Trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $50,000,000 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 an Adverse Rating Event, then
upon the execution and delivery of such agreement the Trustee shall not be
required to resign, and may continue in such capacity, for so long as none of
the ratings assigned by the Rating Agencies to the Certificates is adversely
affected thereby. The bank, trust company, corporation or association serving as
Trustee may have normal banking and trust relationships with the Depositor, the
Master Servicer, the Special Servicer and their respective Affiliates.

            Section 8.07 Resignation and Removal of Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer and all Certificateholders and the
Companion Loan Noteholders. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee acceptable to the Depositor
by written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee and to the successor trustee. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Companion Loan Noteholders by the Depositor. If no
successor trustee shall have been so appointed and have accepted appointment
within thirty (30) days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee shall fail (other than by reason of the failure of either the Master
Servicer or the Special Servicer to timely perform its obligations hereunder or
as a result of other circumstances beyond the Trustee's reasonable control), to
timely deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five (5)
days after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may remove the Trustee and appoint a successor trustee acceptable
to the Depositor and the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Companion Loan
Noteholders by the successor trustee so appointed.

            (c) The Holders of Certificates entitled to 51% of the Voting Rights
(without regard to Certificates held by the Depositor, any of the Depositor's
Affiliates and/or agents, any Mortgage Loan Seller, any Affiliate of a Mortgage
Loan Seller and/or agents thereof) may at any time remove the Trustee and
appoint a successor trustee by written instrument or instruments, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Master Servicer, one complete set to the
Trustee so removed and one complete set to the successor trustee so appointed. A
copy of such instrument shall be delivered to the Depositor, the Special
Servicer, the remaining Certificateholders and the Companion Loan Noteholders by
the successor trustee so appointed.

            (d) In the event that the Trustee is terminated or removed pursuant
to this Section 8.07, all of its rights and obligations under this Agreement and
in and to the 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
P&I Advances and any accrued interest thereon) accrued or owing to it under this
Agreement, with respect to periods prior to the date of such termination or
removal, and no termination without cause shall be effective until the payment
of such amounts to the Trustee).

            (e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

            (f) Following the Closing Date, for so long as the Trust is subject
to the reporting requirements of the Exchange Act, the Trustee may not appoint
any sub-servicer that is or could become a Reporting Servicer without the prior
written consent of the Depositor, which consent shall not be unreasonably
withheld.

            Section 8.08 Successor Trustee.

            (a) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within ninety (90) days after they are incurred, at the
expense of the Trust, provided that such Certificateholders shall remain liable
to the Trust for such expenses) all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at the time held
on its behalf by a third-party Custodian, which Custodian shall become the agent
of the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

            (b) No successor trustee shall accept appointment as provided in
this Section 8.08, unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor, the Master Servicer, the
Special Servicer and the Certificateholders and the Companion Loan Noteholders.

            (d) Any and all costs and expenses associated with transferring the
duties of a Trustee that has resigned or been removed or terminated, as
contemplated by Section 8.07, to a successor Trustee, including those associated
with transfer of the Mortgage Files and other documents and statements held by
the predecessor Trustee to the successor Trustee, as contemplated by Section
8.07(a), shall be paid by: (i) the predecessor Trustee, if such predecessor
Trustee has resigned in accordance with Section 8.07(a) or has been removed in
accordance with Sections 8.07(b); (ii) the Certificateholders that effected the
removal, if the predecessor Trustee has been removed without cause in accordance
with Section 8.07(c); and (iii) the Trust, if such costs and expenses are not
paid by the predecessor Trustee or the subject Certificateholders, as
contemplated by the immediately preceding clauses (i) and (ii), within ninety
(90) days after they are incurred (provided that such predecessor Trustee or
such subject Certificateholders, as applicable, shall remain liable to the Trust
for such costs and expenses).

            Section 8.09 Merger or Consolidation of Trustee.

            Any entity into which the Trustee may be merged or converted, or
with which the Trustee may be consolidated, or any entity resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any entity succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided (i) such entity shall be
eligible under the provisions of Section 8.06 or Section 8.17, as applicable,
and (ii) for so long as the Trust is subject to the reporting requirements of
the Exchange Act, shall have been consented to by the Depositor (which consent
shall not be unreasonably withheld) without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Trustee shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts vested therein pursuant to
the applicable instrument of appointment and this Section 8.10, shall vest in
and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 Appointment of Custodians.

            The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
a Mortgage Loan Seller or any Affiliate of any of them. Neither the Master
Servicer nor the Special Servicer shall have any duty to verify that any such
Custodian is qualified to act as such in accordance with the preceding sentence.
The Trustee may enter into agreements to appoint a Custodian which is not the
Trustee, provided that such agreement: (i) is consistent with this Agreement in
all material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
Trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
does not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible for all acts and omissions of any
Custodian. In the absence of any other Person appointed in accordance herewith
acting as Custodian, the Trustee agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the
Custodian shall be construed to require that such notice, information or
documents also be provided to the Trustee. Any Custodian hereunder shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement and, in any event, satisfying the same requirements (including as to
the insurer) as are applicable to any such bond or policy required to be
maintained by the Master Servicer pursuant to Section 3.07.

            Section 8.12 Appointment of Authenticating Agents.

            (a) The Trustee may appoint at the Trustee's expense an
Authenticating Agent, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Authenticating Agent, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Authenticating Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.

            (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            (c) Any Authenticating Agent appointed in accordance with this
Section 8.12 may at any time resign by giving at least thirty (30) days' advance
written notice of resignation to the Trustee, the Master Servicer, the Special
Servicer and the Depositor. The Trustee may at any time terminate the agency of
any Authenticating Agent appointed in accordance with this Section 8.12 by
giving written notice of termination to such Authenticating Agent, the Master
Servicer and the Depositor. Upon receiving a notice of such a resignation or
upon such a termination, or in case at any time any Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section 8.12, the
Trustee may appoint a successor Authenticating Agent, in which case the Trustee
shall give written notice of such appointment to the Master Servicer, the
Certificate Registrar and the Depositor and shall mail notice of such
appointment to all Holders of Certificates; provided, however, that no successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 8.12. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent.

            Section 8.13 Appointment of Tax Administrators.

            (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

            (b) Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.

            (c) Any Tax Administrator appointed in accordance with this Section
8.13 may at any time resign by giving at least thirty (30) days' advance written
notice of resignation to the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor Tax Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Tax Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor Tax Administrator upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Tax
Administrator.

            Section 8.14 Access to Certain Information.

            (a) The Trustee shall afford to the Master Servicer, the Special
Servicer and the Depositor, and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the 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.

            (b) The Trustee shall maintain in its possession and, upon
reasonable prior written request and during normal business hours, shall make
available at its offices for review by the Depositor, the Rating Agencies, the
Companion Loan Noteholders and their designees, the Controlling Class
Representative and, subject to the succeeding paragraph, any Certificateholder,
Certificate Owner or Person identified to the Trustee as a prospective
Transferee of a Certificate or an interest therein, originals and/or copies of
the following items: (i) the Prospectus, any private placement memorandum and
any other disclosure document relating to the Certificates, in the form most
recently provided to the Trustee by the Depositor or by any Person designated by
the Depositor; (ii) this Agreement, each Sub-Servicing Agreement delivered to
the Trustee since the Closing Date; (iii) all Certificateholder Reports made
available to Certificateholders pursuant to Section 4.02(a) since the Closing
Date; (iv) all annual statements delivered to the Trustee since the Closing Date
pursuant to Section 11.09 and Section 11.10; (v) annual independent public
accountants' servicing reports caused to be delivered by or on behalf of the
Master Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date pursuant to Section 11.11; (vi) any and all notices and reports
delivered to the Trustee with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.09(c) revealed that either of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was not satisfied; (vii) each of the Mortgage Files, including any and all
modifications, extensions, waivers and amendments of the terms of a Mortgage
Loan entered into or consented to by the Special Servicer and delivered to the
Trustee pursuant to Section 3.21; (viii) the most recent appraisal for each
Mortgaged Property and REO Property that has been delivered to the Trustee (each
appraisal obtained hereunder with respect to any Mortgaged Property or REO
Property to be delivered to the Trustee by the Master Servicer or Special
Servicer, as applicable, promptly following its having been obtained); (ix) any
and all Officer's Certificates and other evidence delivered to or by the Trustee
to support its, the Master Servicer's or the Special Servicer's, as the case may
be, determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance; (x) any and all information provided to the Trustee pursuant to Section
6.11(a); (xi) the Schedule of Exceptions to Mortgage File Delivery prepared by
the Trustee pursuant to Section 2.02(a) and any exception report prepared by the
Trustee pursuant to Section 2.02(b); (xii) all notices of a breach of
representation and warranty given by or received by the Trustee with respect to
any party hereto; (xiii) any Officer's Certificate delivered to the Trustee by
the Special Servicer in connection with a Final Recovery Determination pursuant
to Section 3.09(h). The Trustee shall provide copies of any and all of the
foregoing items upon written request of any of the parties set forth in the
previous sentence; however, except in the case of the Rating Agencies, the
Trustee shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies. Upon the reasonable
request of any Certificateholder, or any Certificate Owner identified to the
Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from
the Master Servicer copies (at the expense of such Certificateholder or
Certificate Owner if the Master Servicer or Special Servicer charges a fee to
cover the reasonable cost of making such copies available) of any inspection
reports prepared by the Master Servicer or the Special Servicer, copies of any
operating statements, rent rolls and financial statements obtained by the Master
Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such
items available to the requesting Certificateholder or Certificate Owner.

            (c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).

            Section 8.15 [Reserved.]

            Section 8.16 Representations and Warranties of Trustee.

            (a) The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

            (i) The Trustee is a national banking association duly organized,
      validly existing and in good standing under the laws of the United States
      of America.

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

            (iii) Except to the extent that the laws of certain jurisdictions in
      which any part of the Trust Fund may be located require that a co-trustee
      or separate trustee be appointed to act with respect to such property as
      contemplated by Section 8.10, the Trustee has the full power and authority
      to enter into and consummate all transactions contemplated by this
      Agreement, has duly authorized the execution, delivery and performance of
      this Agreement, and has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (A) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement, including, but not limited to, its responsibility
      to make P&I Advances if the Master Servicer fails to make a P&I Advance,
      will not constitute a violation of, any law, any order or decree of any
      court or arbiter, or any order, regulation or demand of any federal, state
      or local governmental or regulatory authority, which violation, in the
      Trustee's good faith and reasonable judgment, is likely to affect
      materially and adversely either the ability of the Trustee to perform its
      obligations under this Agreement or the financial condition of the
      Trustee.

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

            (vii) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by the Trustee of or compliance by the Trustee with this
      Agreement, or the consummation of the transactions contemplated by this
      Agreement, has been obtained and is effective, except where the lack of
      consent, approval, authorization or order would not have a material
      adverse effect on the performance by the Trustee under this Agreement.

            (viii) The Trustee is eligible to act as trustee hereunder in
      accordance with Section 8.06.

            (b) The representations and warranties of the Trustee set forth in
Section 8.16(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

            (c) Any successor Trustee shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.16(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.16(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

                                   ARTICLE IX

                                   TERMINATION

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

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Depositor, any Mortgage Loan Seller, the Special Servicer, any Controlling Class
Certificateholder or the Master Servicer of all Mortgage Loans and each REO
Property (including beneficial interest in an REO Property under an applicable
Lead PSA) remaining in the Lower-Tier REMIC or related Loan REMIC at a price
equal to (1) the sum (x) of the aggregate Purchase Price of all the Mortgage
Loans and (y) the aggregate Appraised Values of any REO Properties then included
in the Lower-Tier REMIC or related Loan REMIC, minus (2) if the purchaser is the
Master Servicer or the Special Servicer, the aggregate amount of unreimbursed
Advances made by such Person, together with any interest accrued and payable to
such Person in respect of unreimbursed Advances in accordance with Section
3.12(b) and, in the case of the Master Servicer, Section 4.03(d) or Section
4.03A, and any unpaid servicing compensation remaining outstanding (which items
shall be deemed to have been paid or reimbursed to the Master Servicer or the
Special Servicer, as the case may be, in connection with such purchase), and (B)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property remaining in the Lower-Tier REMIC or
related Loan REMIC; and (ii) to the Trustee, the Master Servicer, the Special
Servicer and the members, managers, officers, directors, employees and/or agents
of each of them of all amounts which may have become due and owing to any of
them hereunder; provided, however, that in no event shall the trust created
hereby continue beyond the expiration of twenty-one (21) years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date hereof.

            Each of any Controlling Class Certificateholder (with priority among
such Holders being given to the Holder of Certificates representing the greatest
Percentage Interest in the Controlling Class), the Special Servicer, or the
Master Servicer, in that order of priority, may at its option elect to purchase
all of the Mortgage Loans and each REO Property remaining in the Lower-Tier
REMIC or related Loan REMIC as contemplated by clause (i) of the preceding
paragraph by giving written notice to the other parties hereto no later than
sixty (60) days prior to the anticipated date of purchase; provided, however,
that (i) the aggregate Stated Principal Balance of the Mortgage Loans at the
time of such election is less than 1% of the Initial Trust Balance set forth in
the Preliminary Statement, and (ii) no such Person shall have the right to
effect such a purchase if, within thirty (30) days following its delivery of a
notice of election pursuant to this paragraph, any other such Person with a
higher priority shall give notice of its election to purchase all of the
Mortgage Loans and each REO Property remaining in the Lower-Tier REMIC or
related Loan REMIC and shall thereafter effect such purchase in accordance with
the terms hereof. If the Trust Fund is to be terminated in connection with the
Master Servicer's, the Special Servicer's or a Controlling Class
Certificateholder's purchase of all of the Mortgage Loans and each REO Property
remaining in the Lower-Tier REMIC or related Loan REMIC, the Master Servicer,
the Special Servicer or such Controlling Class Certificateholder, as applicable,
shall deliver to the Trustee not later than the fifth Business Day preceding the
Distribution Date on which the final distribution on the Certificates is to
occur: (x) for deposit in the Pool Custodial Account, an amount in immediately
available funds equal to the above-described purchase price (provided, however,
that if the Loan Combination REO Properties are being purchased pursuant to the
foregoing, the portion of the above-described purchase price allocable to such
REO Property shall initially be deposited into the related Loan Combination
Custodial Account, and in the case of the Ala Moana Portfolio Non-Pooled Trust
Loan, thereafter deposited into the Class AMP-E Sub-Account); and (y) an Opinion
of Counsel, at the expense of the party effecting the purchase, stating that the
termination of the Trust satisfies the requirements of a qualified liquidation
under Section 860F of the Code and any regulations thereunder. In addition, the
Master Servicer shall transfer to the Distribution Account or, in the case of
amounts related to the Ala Moana Portfolio Non-Pooled Trust Loan, the Class
AMP-E Sub-Account, all amounts required to be transferred thereto on such Loan
Combination Remittance Date from the Pool Custodial Account or from the
applicable Loan Combination Custodial Account pursuant to the first paragraph of
Section 3.04(b), together with any other amounts on deposit in the Pool
Custodial Account or the applicable Loan Combination Custodial Account that
would otherwise be held for future distribution. Upon confirmation that such
final deposits have been made, subject to Section 3.26, the Trustee shall
release or cause to be released to the Master Servicer, the Special Servicer or
the purchasing Controlling Class Certificateholder, as applicable, the Mortgage
Files and the Servicing Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the
Master Servicer, the Special Servicer or the purchasing Controlling Class
Certificateholder, as applicable, as shall be necessary to effectuate transfer
of the Mortgage Loans and REO Properties to the Master Servicer, the Special
Servicer or the purchasing Controlling Class Certificateholder (or their
respective designees), as applicable. Any transfer of Mortgage Loans, except in
the case of the Serviced Loan Combination Trust Mortgage Loans, pursuant to this
paragraph shall be on a servicing-released basis; and, if any Mortgage Loan
purchased pursuant to this Section 9.01 is a Serviced Loan Combination Trust
Mortgage Loan, the release, endorsement or assignment of the documents
constituting the related Mortgage File and Servicing File shall be in the manner
contemplated by Section 3.26 hereof.

            Following the date on which the aggregate Certificate Principal
Balance of the Registered Certificates is reduced to zero and the then
outstanding Certificates (excluding the Residual Interest Certificates) are held
by a single Certificateholder, such sole remaining Certificateholder (the "Sole
Certificateholder") shall have the right to exchange all of its Certificates for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as
contemplated by the first paragraph of this Section 9.01, by giving written
notice to all the parties hereto and the Companion Loan Noteholders no later
than sixty (60) days prior to the anticipated date of exchange; provided that no
such exchange may occur if any of the remaining REO Properties relates to a
Serviced Loan Combination. Such Sole Certificateholder, not later than the fifth
Business Day preceding the Distribution Date on which the final distribution on
the Certificates is to occur, shall (i) deposit in the applicable Custodial
Account an amount in immediately available funds equal to all amounts then due
and owing to the Depositor, the Master Servicer, the Special Servicer and the
Trustee pursuant to Section 3.05(a) or Section 3.05A, as applicable, or that may
be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only
to the extent that such amounts are not already on deposit in such Custodial
Account and (ii) pay to the Trustee for its benefit an amount, in immediately
available funds, equal to $5,000 (five thousand dollars). In addition, the
Master Servicer shall transfer to the Distribution Account all amounts required
to be transferred thereto on the related Master Servicer Remittance Date from
the Pool Custodial Account pursuant to the first paragraph of Section 3.04(b).
Upon confirmation that such final deposits have been made and following the
surrender of all the Certificates on the final Distribution Date, the Trustee
shall release or cause to be released to such Sole Certificateholder or any
designee thereof, the Mortgage Files for the remaining Mortgage Loans and REO
Properties and shall execute all assignments, endorsements and other instruments
furnished to it by such Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.
Thereafter, the Trust Fund and the respective obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer
and the Trustee (other than maintenance of books and records and the preparation
and filing of final tax returns) shall terminate. Any transfer of the Mortgage
Loans, except in the case of Serviced Loan Combination Trust Mortgage Loans,
pursuant to this paragraph shall be on a servicing released basis; and the
release, endorsement or assignment of the documents constituting the related
Mortgage File and Servicing File shall be in the manner contemplated by Section
3.26. For federal income tax purposes, the Sole Certificateholder shall be
deemed to have purchased the assets of the Trust Fund for an amount equal to the
unpaid principal balance, plus accrued unpaid interest of the Mortgage Loans and
the fair market value of any defaulted Mortgage Loans or REO Property, without
duplication of amounts deposited pursuant to the fourth preceding sentence of
this paragraph, and such amounts shall be deemed to have been paid or
distributed in accordance with Section 4.01.

            For purposes of this Section 9.01 and Section 9.02 and any Loan
Combination, (i) references to purchase of an REO Property or Properties shall
mean purchase of the Trust Fund's interest in such REO Property or Properties
and (ii) the Appraised Value of any REO Property refers to the Appraised Value
of the Trust Fund's interest in such REO Property, which (1) in the case of a
Loan Combination that does not have any Pari Passu Companion Loans shall mean
the lesser of (x) the Purchase Price of the related REO Mortgage Loan and (y)
the Appraised Value of such REO Property and (2) with respect to a Loan
Combination comprised of one or more Pari Passu Companion Loans shall mean the
lesser of (x) the Purchase Price of the related REO Mortgage Loan and (y) the
Trust Fund's proportionate share of the Appraised Value of such REO Property
without taking into account the interest of any related Subordinate Companion
Loan.

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Companion Loan Noteholders mailed (a) if
such notice is given in connection with the Depositor's, the Master Servicer's,
the Special Servicer's or a Controlling Class Certificateholder's purchase of
the Mortgage Loans and each REO Property remaining in the Lower-Tier REMIC or
related Loan REMIC, not earlier than the 15th day and not later than the 25th
day of the month next preceding the month of the final distribution on the
Certificates or (b) otherwise during the month of such final distribution on or
before the eighth day of such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account (or in the case of the Ala Moana Portfolio
Non-Pooled Trust Loan, the Class AMP-E Sub-Account) that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Distribution Account (other than the Class AMP-E Sub-Account) as
of the final Distribution Date, exclusive of any portion thereof that would be
payable to any Person in accordance with clauses (ii) through (viii) of Section
3.05(b), and further exclusive of any portion thereof that represents Prepayment
Premiums and/or Yield Maintenance Charges, shall be allocated in the order of
priority set forth in Section 4.01(a), in each case to the extent of remaining
available funds.

            Any Prepayment Premiums and Yield Maintenance Charges on deposit in
the Distribution Account as of the final Distribution Date (net of any Workout
Fees and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the Class IO, Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4,
Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G and Class H Certificates in accordance with Section 4.01(b). The Shoppes
on Shugart Shopping Center Yield Supplement Amount shall not be considered a
Prepayment Premium or Yield Maintenance Charge and shall be payable to the
Holders of the Class IO Certificates pursuant to the terms of this Agreement
from the Grantor Trust.

            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 (6) months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-II Certificateholders all unclaimed funds and other assets which
remain subject hereto.

            All actual distributions on the respective Classes of Certificates
on the final Distribution Date in accordance with foregoing provisions of this
Section 9.01 shall be deemed to have been distributed first from the related
Loan REMIC to the Lower-Tier REMIC in accordance with Section 4.01(k) and then
from the Lower-Tier REMIC to the Upper-Tier REMIC in accordance with Section
4.01(j).

            Section 9.02 Additional Termination Requirements.

            (a) If the Depositor, any Controlling Class Certificateholder, the
Special Servicer or the Master Servicer purchases all of the Mortgage Loans and
each REO Property remaining in the Lower-Tier REMIC or related Loan REMIC as
provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool)
shall be terminated in accordance with the following additional requirements,
unless the Person effecting such purchase obtains at its own expense and
delivers to the Trustee and the Tax Administrator, an Opinion of Counsel,
addressed to the Trustee and the Tax Administrator, to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 9.02
will not result in an Adverse REMIC Event:

            (i) the Tax Administrator shall specify the first day in the 90-day
      liquidation period in a statement attached to the final Tax Return for
      each REMIC Pool (unless previously terminated) pursuant to Treasury
      Regulations Section 1.860F-1 and shall satisfy all requirements of a
      qualified liquidation under Section 860F of the Code and any regulations
      thereunder as set forth in the Opinion of Counsel obtained pursuant to
      Section 9.01 from the party effecting the purchase of all the Mortgage
      Loans and REO Property remaining in the Lower-Tier REMIC or related Loan
      REMIC;

            (ii) during such 90-day liquidation period and at or prior to the
      time of making of the final payment on the Certificates, the Trustee shall
      sell all of the assets of the Lower-Tier REMIC the Loan REMICs (unless
      previously terminated) to the Master Servicer, the purchasing Controlling
      Class Certificateholder, the Special Servicer or the Depositor, as
      applicable, for cash; and

            (iii) at the time of the making of the final payment on the
      Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Certificateholders in accordance with
      Section 9.01 all cash on hand (other than cash retained to meet claims),
      and each REMIC Pool shall terminate at that time (unless previously
      terminated).

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each REMIC Pool, which authorization shall be binding upon all
successor Certificateholders.

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

            Section 10.01 REMIC Administration.

            (a) The Tax Administrator shall elect to treat each REMIC Pool as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.

            (b) The Uncertificated Lower-Tier Interests, the Regular Interest
Certificates (other than, in the case of the Class P and Class IO Certificates,
their respective interests in the Grantor Trust) and the Loan REMIC Regular
Interests are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in the Lower-Tier REMIC, the Upper-Tier REMIC
and the applicable Loan REMIC, respectively. The (i) Class R-I Certificates and
the (ii) 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
(i) each Loan REMIC and the Lower-Tier REMIC and (ii) the Upper-Tier REMIC,
respectively. None of the Master Servicer, the Special Servicer or the Trustee
shall (to the extent within its control) permit the creation of any other
"interests" in either Loan REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC
(within the meaning of Treasury regulation Section 1.860D-1(b)(1)).

            (c) The Closing Date is hereby designated as the "startup day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

            (d) The related Plurality Residual Interest Certificateholder as to
the applicable taxable year is hereby designated as the Tax Matters Person of
each REMIC Pool, and shall act on behalf of the related REMIC in relation to any
tax matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

            (e) For purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the Rated Final Distribution Date is hereby designated the
"latest possible maturity date" of each Class of Regular Interest Certificates
and the Uncertificated Lower-Tier Interests.

            (f) Except as otherwise provided in Section 3.18(a) and subsections
(i) and (j) below, the Tax Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to each REMIC Pool (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Trust Fund, unless otherwise provided in Section 10.01(i) or 10.01(j)).

            (g) Within thirty (30) days after the Closing Date, the Tax
Administrator shall obtain a taxpayer identification number on Form SS-4 for
each REMIC Pool and prepare and file with the IRS Form 8811, "Information Return
for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund. In addition, the Tax
Administrator shall prepare or cause to be prepared, cause the Trustee to sign
(and the Trustee shall sign) and file or cause to be filed all of the other Tax
Returns in respect of each REMIC Pool. The expenses of preparing and filing such
returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The other parties hereto shall provide on a timely basis
to the Tax Administrator or its designee such information with respect to each
REMIC Pool as is in its possession and reasonably requested by the Tax
Administrator to enable it to perform its obligations under this Section 10.01.
Without limiting the generality of the foregoing, the Depositor, within ten (10)
days following the Tax Administrator's request therefor, shall provide in
writing to the Tax Administrator such information as is reasonably requested by
the Tax Administrator for tax purposes, as to the valuations and issue prices of
the Certificates, and the Tax Administrator's duty to perform its reporting and
other tax compliance obligations under this Section 10.01 shall be subject to
the condition that it receives from the Depositor such information possessed by
the Depositor that is necessary to permit the Tax Administrator to perform such
obligations.

            (h) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
each such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.

            (i) The Tax Administrator shall perform its duties hereunder so as
to maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) endanger the status of any REMIC Pool as a REMIC,
or (ii) except as provided in Section 3.18(a), result in the imposition of a tax
upon any REMIC Pool (including, but not limited to, the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) or result in
the imposition of a tax on "net income from foreclosure property" as defined in
Section 860G(c) of the Code (any such endangerment of REMIC status or, except as
provided in Section 3.18(a), imposition of a tax, an "Adverse REMIC Event"),
unless the Tax Administrator has obtained or received an Opinion of Counsel (at
the expense of the party requesting such action or at the expense of the Trust
Fund if the Tax Administrator seeks to take such action or to refrain from
acting for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse REMIC Event. None of the other
parties hereto shall take any action or fail to take any action (whether or not
authorized hereunder) as to which the Tax Administrator has advised it in
writing that the Tax Administrator has received or obtained an Opinion of
Counsel to the effect that an Adverse REMIC Event could result from such action
or failure to act. In addition, prior to taking any action with respect to any
REMIC Pool, or causing any REMIC Pool to take any action, that is not expressly
permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the Tax Administrator or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event. The Tax
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund or the
Trustee. At all times as may be required by the Code, the Tax Administrator
shall make reasonable efforts to ensure that substantially all of the assets of
each REMIC Pool will consist of "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of state or local tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.18(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; or (v) the Trust Fund in all other instances. Any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.18(a)
shall be charged to and paid by the Trust Fund. Any such amounts payable by the
Trust Fund shall be paid by the Trustee upon the written direction of the Tax
Administrator out of amounts on deposit in the Distribution Account in reduction
of the Available Distribution Amount pursuant to Section 3.05(b).

            (k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.

            (l) Following the Startup Day, none of the Trustee, the Master
Servicer and the Special Servicer shall accept any contributions of assets to
any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no event at the
expense of the Trust Fund or the Trustee) to the effect that the inclusion of
such assets in such REMIC Pool will not cause: (i) such REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC Pool under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

            (m) None of the Trustee, the Master Servicer and the Special
Servicer shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any of the Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material default of
a Mortgage Loan, including, but not limited to, the sale or other disposition of
a Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy
of any REMIC Pool, (C) the termination of any REMIC Pool pursuant to Article IX
of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or as
contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Pool Custodial Account or the Pool REO
Account for gain; or (iii) the acquisition of any assets for any REMIC Pool
(other than a Mortgaged Property acquired through foreclosure, deed in lieu of
foreclosure or otherwise in respect of a defaulted Mortgage Loan and other than
Permitted Investments acquired in connection with the investment of funds in the
Pool Custodial Account or the Pool REO Account); in any event unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, or acquisition but in no event at the expense of the
Trust Fund or the Trustee) to the effect that such sale, disposition, or
acquisition will not cause: (x) any REMIC Pool to fail to qualify as a REMIC at
any time that any Certificates are outstanding; or (y) the imposition of any tax
on any REMIC Pool under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.

            (n) Except as permitted by Section 3.18(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services nor
permit any REMIC Pool to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

                                   ARTICLE XI

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

            Section 11.01 Intent of the Parties; Reasonableness.

            The parties hereto acknowledge and agree that the purpose of Article
XI of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB and the related rules and regulations of the
Commission; provided, however, that the reports (or substantially similar
reports) required to be delivered pursuant to Section 11.09, Section 11.10 and
Section 11.11 will continue to be required regardless of whether any other
reports are required to be delivered hereunder. The Depositor shall not exercise
its rights to request delivery of information or other performance under these
provisions other than reasonably and in good faith, or for purposes other than
compliance with the Securities Act, the Exchange Act and the Sarbanes-Oxley Act.
The parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time due to interpretive guidance provided by the
Commission or its staff, and agree to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of
such evolving interpretations of Regulation AB. In connection with COBALT CMBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, each of the Master Servicer, the Special Servicer
and the Trustee shall cooperate fully with the Depositor and the Trustee, as
applicable, to deliver to the Depositor (including any of its assignees or
designees who assumes its obligations hereunder), any and all statements,
reports, certifications, records and any other information in its possession or
reasonably available to it and necessary in the reasonable good faith
determination of the Depositor or the Trustee, as applicable, to permit the
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Master Servicer, the Special Servicer and the
Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage
Loans, reasonably believed by the Depositor to be necessary in order to effect
such compliance. Each party to this Agreement shall have a reasonable period of
time to comply with any written request made under this Section 11.01, but in
any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor or the Trustee, as applicable, to
satisfy any related filing requirements. For purposes of this Article XI, to the
extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder may but shall not be
required to bring any legal action against such third party in connection with
such obligation.

            Section 11.02 Succession; Subcontractors.(a) (a) For so long as the
Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 11.07) in connection with the
succession to the Master Servicer, the Special Servicer or any Sub-Servicer, or
Additional Servicer or Primary Servicer as servicer or sub-servicer (to the
extent such servicer or sub-servicer is a "servicer" as contemplated by Item
1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which
the Master Servicer, the Special Servicer or such Sub-Servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master
Servicer and Special Servicer or any such Sub-Servicer, Additional Servicer or
Primary Servicer, the Master Servicer (other than if pursuant to an appointment
under Section 7.01 or 7.02) and Special Servicer shall provide (or in the case
of a Sub-Servicer listed on Exhibit K, shall use commercially reasonable efforts
to cause such Sub-Servicer to provide) to the Depositor, at least five (5)
calendar days prior to the effective date of such succession or appointment as
long as such disclosure prior to such effective date would not be violative of
any applicable law or confidentiality agreement, otherwise no later than one (1)
Business Day after such effective date of succession, (x) written notice to the
Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Depositor, all information relating to
such successor servicer reasonably requested by the Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K pursuant to the
Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).

            (b) Each of the Master Servicer, the Special Servicer, the
Additional Servicer, the Primary Servicer, the Sub-Servicer and the Trustee
(each of the Master Servicer, the Special Servicer, the Primary Servicer, each
Additional Servicer, the Trustee and each Sub-Servicer, for purposes of this
paragraph and the following paragraph, a "Servicer") is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. Such
Servicer shall promptly upon request provide to the Depositor a written
description (in form and substance satisfactory to the Depositor) of the role
and function of each Subcontractor that is a Servicing Function Participant
(pursuant to Item 1108(a)(2) of Regulation AB) utilized by such Servicer,
specifying (i) the identity of each Subcontractor and (ii) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by
each Subcontractor. Each Servicer shall cause (or, in the case of a
Subcontractor determined to be a Servicing Function Participant used by any
Sub-Servicer listed on Exhibit K or any Sub-Servicer appointed pursuant to
Article VII, and to the extent that the Master Servicer, the Special Servicer or
the Trustee is required to enforce this sentence, use commercial reasonable
efforts to cause) any Subcontractor determined to be a Servicing Function
Participant used by such Servicer for the benefit of the Depositor to comply
with the provisions of Section 11.10 and Section 11.11 of this Agreement to the
same extent as if such Subcontractor were such Servicer. Such Servicer shall be
responsible for obtaining (but as to Sub-Servicers on Exhibit K or any other
Sub-Servicers appointed pursuant to Article VII that the Master Servicer must
retain, the Master Servicer shall only be responsible for using commercially
reasonable efforts to obtain) from each such Subcontractor and delivering to the
applicable Persons any assessment of compliance report and related accountant's
attestation required to be delivered by such Subcontractor under Section 11.10
and Section 11.11, in each case, as and when required to be delivered.

            (c) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, notwithstanding the foregoing, if a Servicer
engages a Subcontractor in connection with the performance of any of its duties
under this Agreement, such Servicer shall be responsible for determining whether
such Subcontractor is a "servicer" within the meaning of Item 1101 of Regulation
AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a "servicer" within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, and the engagement of such
Sub-Servicer shall not be effective unless and until notice is given to the
Depositor and the Trustee of any such Sub-Servicer and Sub-Servicing Agreement.
No Sub-Servicing Agreement (other than such agreements set forth on Exhibit T
hereto) shall be effective until ten (10) Business Days after such written
notice is received by the Depositor and the Trustee. Such notice shall contain
all information reasonably necessary to enable the Trustee to accurately and
timely report the event under Item 6.02 of Form 8-K pursuant to Section 11.07
(if such reports under the Exchange Act are required to be filed under the
Exchange Act).

            (d) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, (in addition to any requirements contained in
Section 11.04) in connection with the succession to the Trustee as Trustee or
co-Trustee under this Agreement by any Person (i) into which the Trustee may be
merged or consolidated, (ii) which may be appointed as a co-Trustee or separate
Trustee pursuant to Section 8.10, or (iii) that is appointed as a successor
Trustee pursuant Section 8.08, the Trustee (with respect to the foregoing
clauses (i) and (ii)) or the successor Trustee (with respect to the foregoing
clause (iii)) shall provide to the Depositor, at least ten (10) Business Days
prior to the effective date of such succession or appointment (as long as such
disclosure prior to such effective date would not be violative of any applicable
law or confidentiality agreement, otherwise immediately following such effective
date, but in no event later than the time required pursuant to Section 11.07,
(x) written notice to the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Depositor, all
information requested by the Depositor so that it may comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any Class of
Certificates.

            Section 11.03 Filing Obligations. (a) The Master Servicer, the
Special Servicer and the Trustee shall reasonably cooperate with the Depositor
in connection with the satisfaction of the Trust's reporting requirements under
the Exchange Act. Pursuant to Sections 11.04, 11.05 and 11.07, the Trustee shall
prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by
the Exchange Act, in order to permit the timely filing thereof, and the Trustee
shall file (via the Commission's Electronic Data Gathering and Retrieval System)
such Forms executed by the Depositor.

            (b) In the event that the Trustee is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement, the Trustee will promptly as soon as practicable, but in no
event later than twenty-four (24) hours after determination notify the
Depositor. In the case of Forms 10-D and 10-K, the Depositor and the Trustee
will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or
Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information, include such disclosure information on the next
succeeding Form 10-D to be filed for the Trust. In the event that any previously
filed Form 8-K or Form 10-K needs to be amended, the Trustee will notify the
Depositor, and such other parties as needed and the parties hereto will
cooperate with the Trustee to prepare any necessary Form 8-K/A or Form 10-K/A.
In the event that any previously filed Form 10-D needs to be amended, the
Trustee shall notify the Depositor, and such other parties as needed, and the
parties hereto shall cooperate to prepare any necessary Form 10-D/A. Any Form
15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be
signed by an officer of the Depositor. The parties to this Agreement acknowledge
that the performance by the Trustee of its duties under this Section 11.03
related to the timely preparation and filing of Form 15, a Form 12b-25 or any
amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon such parties
observing all applicable deadlines in the performance of their duties under
Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10 and 11.11.
Neither the Depositor nor the Trustee shall have any responsibility to notify
the Master Servicer, the Special Servicer or any other applicable party of such
party's failure to observe the applicable deadlines in the performance of its
duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10 and
11.11 (or the beginning of any grace period under such Sections, as applicable),
prior to such failure becoming an Event of Default pursuant to Section
7.01(a)(xii). Further, the Trustee shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D or Form 10-K, where such failure
results from the Trustee's inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form
10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.

            Section 11.04 Form 10-D Filings. (a) Within fifteen (15) days after
each Distribution Date (subject to permitted extensions under the Exchange Act),
the Trustee shall prepare and file on behalf of the Trust any Form 10-D required
by the Exchange Act, in form and substance as required by the Exchange Act. A
duly authorized representative of the Depositor shall sign each Form 10-D filed
on behalf of the Trust. The Trustee shall file each Form 10-D with a copy of the
related Statement to Certificateholders attached thereto. Any disclosure in
addition to the Statement to Certificateholders that is required to be included
on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the
following paragraph, be reported by the parties set forth on Exhibit P to the
Depositor and the Trustee and approved by the Depositor, and the Trustee will
have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure absent such reporting, direction and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, within five (5) calendar days after the related Distribution
Date, (i) certain parties to this Agreement, as set forth on Exhibit P hereto,
shall be required to provide to the Trustee and the Depositor, to the extent a
Servicing Officer or Responsible Officer thereof has knowledge thereof (other
than Item 1117 of Regulation AB as to such party which shall be reported if
actually known by any Servicing Officer or Responsible Officer, as the case may
be or any lawyer in the in-house legal department of such party) in
EDGAR-compatible format (to the extent available to such party in such format),
or in such other format as otherwise agreed upon by the Trustee and the
Depositor and such parties, the form and substance of any Additional Form 10-D
Disclosure described on Exhibit P applicable to such party, (ii) the parties
listed on Exhibit P hereto shall include with such Additional Form 10-D
Disclosure applicable to such party and shall use its commercially reasonable
efforts to cause each Sub-Servicers or Subcontractors of such party to the
extent required under Regulation AB to provide (and, if received, include), an
Additional Disclosure Notification in the form attached hereto as Exhibit S and
(iii) the Depositor shall approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 10-D Disclosure on Form
10-D. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit P of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any
reasonable fees assessed or expenses incurred by the Trustee in connection with
including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.

            (b) After preparing the Form 10-D, the Trustee shall forward
electronically a copy of the Form 10-D to the Depositor for review. Within two
(2) calendar days after receipt of such copy, but no later than the 12th
calendar day after the related Distribution Date or, if the 12th calendar day
after the related Distribution Date is not a Business Day, the immediately
preceding Business Day, the Depositor shall notify the Trustee in writing (which
may be furnished electronically) of any changes to or approval of such Form
10-D. Within two (2) calendar days after receipt of such copy, but no later than
two (2) calendar days prior to the 15th calendar day after the related
Distribution Date, an officer of the Depositor shall sign the Form 10-D and
return an electronic or fax copy of such signed Form 10-D (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D
cannot be filed on time or if a previously filed Form 10-D needs to be amended,
the Trustee will follow the procedures set forth in Section 11.03(b). Promptly
after filing with the Commission, the Trustee will make available on its
internet website a final executed copy of each Form 10-D prepared and filed by
the Trustee. The signing party at the Depositor can be contacted at Attention:
Tammy Heyman or Robert Restrick, CWCapital LLC, 1540 Broadway, 23rd Floor, New
York, New York 10036, telecopy number: 646-253-8848. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 11.04 related to the timely preparation and filing of Form 10-D is
contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.04. The Trustee shall have no
liability for any loss, expense, damage, or claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file
such Form 10-D, where such failure results from the Trustee's inability or
failure to receive, on a timely basis, any information from any party to this
Agreement needed to prepare, arrange for execution or file such Form 10-D, not
resulting from its own negligence, bad faith or willful misconduct.

            Form 10-D requires the registrant to indicate (by checking "yes" or
"no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby
instructs the Trustee, with respect to each Form 10-D, to check "yes" for each
item unless the Trustee has received prior written notice (which may be
furnished electronically) from the Depositor that the answer should be "no" for
an item which notice shall be delivered to the Trustee no later than the 5th
calendar day after the related Distribution Date. The Trustee shall be entitled
to rely on such representations in preparing, executing and/or filing any Form
10-D.

            Section 11.05 Form 10-K Filings. (a) Within ninety (90) days after
the end of each fiscal year of the Trust or such earlier date as may be required
by the Exchange Act (the "10-K Filing Deadline") (it being understood that the
fiscal year for the Trust ends on December 31st of each year), commencing in
March 2007, the Trustee shall prepare and file on behalf of the Trust a Form
10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been
delivered to the Trustee within the applicable time frames set forth in this
Agreement:

            (i) an annual compliance statement for each Certifying Servicer and
      each Additional Servicer engaged by each Certifying Servicer, as described
      under Section 11.09,

            (ii) (A) the annual reports on assessment of compliance with
      Servicing Criteria for each Reporting Servicer, as described under Section
      11.10, and

                  (B) if any such report on assessment of compliance with
            Servicing Criteria described under Section 11.10 identifies any
            material instance of noncompliance, disclosure identifying such
            instance of noncompliance, or if such report on assessment of
            compliance with Servicing Criteria described under Section 11.10 is
            not included as an exhibit to such Form 10-K, disclosure that such
            report is not included and an explanation why such report is not
            included,

            (iii) (A) the registered public accounting firm attestation report
      for each Reporting Servicer, as described under Section 11.11, and

                  (B) if any registered public accounting firm attestation
            report described under Section 11.11 identifies any material
            instance of noncompliance, disclosure identifying such instance of
            noncompliance, or if any such registered public accounting firm
            attestation report is not included as an exhibit to such Form 10-K,
            disclosure that such report is not included and an explanation why
            such report is not included, and

            (iv) a certification in the form attached hereto as Exhibit M, with
      such changes as may be necessary or appropriate as a result of changes
      promulgated by the Commission (the "Sarbanes-Oxley Certification"), which
      shall, except as described below, be signed by the senior officer of the
      Depositor in charge of securitization.

            Any disclosure or information in addition to (i) through (iv) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the following paragraph, be reported by the parties set forth
on Exhibit Q to the Depositor and the Trustee and approved by the Depositor, and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, no later than March 1, commencing in March 2007, (i) the
parties listed on Exhibit Q hereto shall be required to provide to the Trustee
and the Depositor, to the extent a Servicing Officer or a Responsible Officer,
as the case may be, thereof has actual knowledge (other than Item 1117 of
Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer or Responsible Officer, as the case may be or any lawyer in
the in-house legal department of such party), in EDGAR-compatible format (to the
extent available to such party in such format) or in such other format as
otherwise agreed upon by the Trustee and the Depositor and such providing
parties, the form and substance of any Additional Form 10-K Disclosure described
on Exhibit Q applicable to such party, (ii) the parties listed on Exhibit Q
hereto shall include with such Additional Form 10-K Disclosure applicable to
such party and shall cause (or, in the case of a Sub-Servicer listed on Exhibit
K or a Sub-Servicer appointed pursuant to Article VII, use commercially
reasonable efforts to cause) each Sub-Servicers or Subcontractors of such party
to the extent required under Regulation AB to provide (and if received,
include), an Additional Disclosure Notification in the form attached hereto as
Exhibit S, and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit Q of their duties
under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable fees assessed and expenses incurred by the Trustee in
connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph.

            After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for review no later than
six (6) Business Days prior to the 10-K Filing Deadline. Within three (3)
Business Days after receipt of such copy, but no later than March 25th, the
Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes or approval to such Form 10-K. No later than 5:00
EST on the fourth Business Day prior to the 10-K Filing Deadline, a senior
officer of the Depositor in charge of securitization shall sign the Form 10-K
and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Trustee will follow the procedures set forth in Section 11.03(b). Promptly
after filing with the Commission, the Trustee will make available on its
internet website a final executed copy of each Form 10-K prepared and filed by
the Trustee. The signing party at the Depositor can be contacted at Attention:
Tammy Heyman or Robert Restrick, CWCapital LLC, 1540 Broadway, 23rd Floor, New
York, New York 10036, telecopy number: 646-253-8848. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 11.05 related to the timely preparation and filing of Form 10-K is
contingent upon the parties to this Agreement (and any Additional Servicer or
Servicing Function Participant engaged or utilized, as applicable, by any such
parties) observing all applicable deadlines in the performance of their duties
under this Section 11.05. The Trustee shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 10-K, where such
failure results from the Trustee's inability or failure or receive, on a timely
basis, any information from the parties to this Agreement (or any Sub-Servicer
or Servicing Function Participant engaged by any such parties) needed to
prepare, arrange for execution or file such Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.

            Form 10-K requires the registrant to indicate (by checking "yes" or
"no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby
instructs the Trustee, with respect to each Form 10-K, to check "yes" for each
item unless the Trustee has received prior written notice (which may be
furnished electronically) from the Depositor that the answer should be "no" for
an item which notice shall be delivered to the Trustee no later than 5:00 p.m.
(New York City time) on the 15th calendar day prior to the 10-K Filing Deadline.
The Trustee shall be entitled to rely on such representations in preparing,
executing and/or filing any Form 10-K.

            Section 11.06 Sarbanes-Oxley Certification. Each Form 10-K shall
include a Sarbanes-Oxley Certification in the form attached as Exhibit M
required to be included therewith pursuant to the Sarbanes-Oxley Act. The
Trustee, the Master Servicer and the Special Servicer shall, and each such party
shall cause (or, in the case of a Servicing Function Participant or Additional
Servicer that is a Sub-Servicer listed on Exhibit K or a Sub-Servicer appointed
pursuant to Article VII, use commercially reasonable efforts to cause) each
Servicing Function Participant and Additional Servicer, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans,
by March 1 (subject to a grace period through March 15) of each year commencing
March 2007 to provide to the Person who signs the Sarbanes-Oxley Certification
(the "Certifying Person") a certification in the form attached hereto as Exhibit
N-1, N-2 or N-3, as applicable (the "Performance Certification"), on which the
Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity's officers, directors and Affiliates (collectively with
the Certifying Person, "Certification Parties") can reasonably rely. In
addition, in the event that any Serviced Companion Loan is deposited into a
commercial mortgage securitization (an "Other Securitization"), each Reporting
Servicer shall provide to the Person who signs the Sarbanes Oxley back-up
certification with respect to an Other Securitization a certification (which
shall address the matters contained in the Sarbanes-Oxley Certification, but
solely with respect to the related Serviced Companion Loan) on which such
Person, the entity for which the Person acts as an officer (if the Person is an
individual), and such entity's officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Mortgage Loan serviced under the related
Lead PSA, the Master Servicer will use commercially reasonable efforts to
procure a Sarbanes-Oxley back-up certification similar in form and substance to
the applicable Performance Certification from the related Lead Master Servicer,
the related Lead Special Servicer, the related Lead Fiscal Agent and the related
Lead Trustee. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust and may be contacted
at Attention: Tammy Heyman or Robert Restrick, CWCapital LLC, 1540 Broadway,
23rd Floor, New York, New York 10036, telecopy number: 646-253-8848. In the
event any Reporting Servicer is terminated or resigns pursuant to the terms of
this Agreement or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a
certification to the Certifying Person pursuant to this Section 11.06 with
respect to the period of time it was subject to this Agreement or the applicable
sub-servicing or primary servicing agreement, as the case may be.

            Each Performance Certification shall include a reasonable reliance
provision enabling the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 11.09, (ii) annual report on
assessment of compliance with servicing criteria provided pursuant to Section
11.10 and (iii) registered public accounting firm attestation report provided
pursuant to Section 11.11.

            Notwithstanding the foregoing, without limiting the requirements of
the Exchange Act, nothing in this Section shall require any Reporting Servicer
(i) to certify or verify the accurateness or completeness of any information
provided to such Reporting Servicer by third parties (other than a Sub-Servicer,
Additional Servicer or any other third party retained by it that is not a
Sub-Servicer listed on Exhibit K or a Sub-Servicer appointed pursuant to Article
VII), (ii) to certify information other than to such Reporting Servicer's
knowledge and in accordance with such Reporting Servicer's responsibilities
hereunder or (iii) with respect to completeness of information and reports, to
certify anything other than that all fields of information called for in written
reports prepared by such Reporting Servicer have been completed except as they
have been left blank on their face.

            Section 11.07 Form 8-K Filings. Within four (4) Business Days after
the occurrence of an event requiring disclosure on Form 8-K (each such event, a
"Reportable Event"), and if requested by the Depositor and to the extent it
receives the Form 8-K Disclosure Information described below, the Trustee shall
prepare and file on behalf of the Trust any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on
Form 8-K (other than the initial Form 8-K) ("Form 8-K Disclosure Information")
shall, pursuant to the following paragraph be reported by the parties set forth
on Exhibit R to the Depositor and the Trustee and approved by the Depositor, and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent
such reporting, direction and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act reporting requirements, to the extent a Servicing Officer or
Responsible Officer thereof has actual knowledge of such event, (other than Item
1117 of Regulation AB as to such party which shall be reported if actually known
by any Servicing Officer or Responsible Officer, as the case may be or any
lawyer in the in-house legal department of such party), no later than noon (New
York City time) on the 2nd Business Day after the occurrence of a Reportable
Event (i) the parties set forth on Exhibit R hereto shall be required to provide
to the Depositor and the Trustee, to the extent known by such applicable
parties, in EDGAR-compatible format (to the extent available to such party in
such format) or in such other format as otherwise agreed upon by the Depositor,
the Trustee and such providing parties, any Form 8-K Disclosure Information
described on Exhibit R applicable to such party, (ii) the parties listed on
Exhibit R hereto shall include with such Additional Form 8-K Disclosure
applicable to such party and shall use its commercially reasonable efforts to
cause each Sub-Servicers or Subcontractors of such party to the extent required
under Regulation AB to provide (and if received, include), an Additional
Disclosure Notification in the form attached hereto as Exhibit S, and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit R of their duties under this paragraph or
proactively solicit or procure from such parties any Form 8-K Disclosure
Information. The Depositor will be responsible for any reasonable fees assessed
or expenses incurred by the Trustee in connection with including any Form 8-K
Disclosure Information on Form 8-K pursuant to this paragraph.

            After preparing the Form 8-K, the Trustee shall forward
electronically a copy of the Form 8-K to the Depositor for review no later than
noon (New York City time) on the 3rd Business Day after the Reportable Event
(but in no event earlier than 24 hours after having received approved Form 8-K
Disclosure Information pursuant to the immediately preceding paragraph).
Promptly, but no later than the close of business on the third Business Day
after the Reportable Event, the Depositor shall notify the Trustee in writing
(which may be furnished electronically) of any changes to or approval of such
Form 8-K. No later than noon on the 4th Business Day after the Reportable Event,
a duly authorized representative of the Depositor shall sign the Form 8-K and
return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Trustee will follow the procedures set forth in Section 11.03(b). Promptly
after filing with the Commission, the Trustee will, make available on its
internet website a final executed copy of each Form 8-K, to the extent such Form
8-K has been prepared and filed by the Trustee. The signing party at the
Depositor can be contacted at Attention: Tammy Heyman or Robert Restrick,
CWCapital LLC, 1540 Broadway, 23rd Floor, New York, New York 10036, telecopy
number: 646-253-8848. The parties to this Agreement acknowledge that the
performance by the Trustee of its duties under this Section 11.07 related to the
timely preparation and filing of Form 8-K is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this
Section 11.07. The Trustee shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file such Form 8-K, where such failure results from the Trustee's
inability or failure or receive, on a timely basis, any information from the
parties to this Agreement needed to prepare, arrange for execution or file such
Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.

            Section 11.08 Form 15 Filing. On or before January 30 of the first
year in which the Trustee is able to do so under applicable law, the Trustee
shall prepare and file a Form 15 Suspension and Notification relating to the
automatic suspension of reporting in respect of the Trust under the Exchange
Act. If at the beginning of any fiscal year for the Trust occurring after the
filing of a Form 15 Suspension Notification, if the number of Certificateholders
of record exceeds the number set forth in Section 15(d) of the Exchange Act or
the regulations promulgated pursuant thereto which would cause the Trust to
again become subject to the reporting requirements of the Exchange Act, the
Trustee shall recommence preparing and filing reports on Forms 10-K, 10-D and
8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07;
provided that if the Trustee recommences the preparing and filing of Exchange
Act reports, it may, as soon as permitted by the Exchange Act, file another Form
15 Suspension Notification.

            Section 11.09 Annual Compliance Statements. The Master Servicer, the
Special Servicer and the Trustee shall, and each such party shall cause (or, in
the case of a Primary Servicer, an Additional Servicer or Servicing Function
Participant that is a Sub-Servicer listed on Exhibit K or a Sub-Servicer
appointed pursuant to Article VII, use commercially reasonable efforts to cause)
the Primary Servicer and each Additional Servicer and Servicing Function
Participant, in each case, with which it has entered into a servicing
relationship with respect to the Mortgage Loans (each of the Master Servicer,
the Special Servicer, the Primary Servicer and any Additional Servicer or
Servicing Function Participant, a "Certifying Servicer"), to deliver to the
Depositor and the Trustee on or before March 1 (subject to a grace period no
later than March 15) of each year commencing March 2007, an Officer's
Certificate stating, as to the signer thereof, that (A) a review of such
Certifying Servicer's activities during the preceding calendar year or portion
thereof and of such Certifying Servicer's performance under this Agreement, or
the applicable sub-servicing agreement or primary servicing agreement in the
case of an Additional Servicer, or a Servicing Function Participant or the
Primary Servicer, has been made under such officer's supervision and (B) to the
best of such officer's knowledge, based on such review, such Certifying Servicer
has fulfilled all its obligations under this Agreement in all material respects,
or the applicable sub-servicing agreement or primary servicing agreement in the
case of an Additional Servicer, and a Servicing Participant and the Primary
Servicer, in all material respects throughout such year or portion thereof, or,
if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and
status thereof. The Master Servicer and the Special Servicer shall, and each
such party shall cause (or, in the case of a Primary Servicer, an Additional
Servicer or Servicing Function Participant that is a Sub-Servicer listed on
Exhibit K or a Sub-Servicer appointed pursuant to Article VII, use commercially
reasonable efforts to cause) the Primary Servicer and each Additional Servicer
and Servicing Function Participant, in each case, with which it has entered into
a servicing relationship with respect to the Mortgage Loans to, forward a copy
of each such statement to the Rating Agencies. Promptly after receipt of each
such Officer's Certificate, the Depositor may review each such Officer's
Certificate and, if applicable, consult with the Master Servicer or the Special
Servicer, as applicable, as to the nature of any failures by such Certifying
Servicer, with which the Master Servicer, the Special Servicer or the Trustee,
as applicable, has entered into a servicing relationship with respect to the
Mortgage Loans in the fulfillment of any Certifying Servicer's obligations
hereunder or under the applicable sub-servicing or primary servicing agreement.
The obligations of each Certifying Servicer under this Section apply to each
Certifying Servicer that serviced a Mortgage Loan during the applicable period,
whether or not the Certifying Servicer is acting in such capacity at the time
such Officer's Certificate is required to be delivered. None of the Certifying
Servicers shall be required to deliver, or to endeavor to cause the delivery of,
any such Officer's Certificate until April 15, in any given year so long as it
has received written confirmation from the Depositor that a Form 10-K is not
required to be filed in respect of the Trust from the preceding calendar year.
No Reporting Servicer shall be required to cause the delivery of any such
assessments until April 15 in any given year so long as it has received written
confirmation from the Depositor that a report on Form 10-K is not required to be
filed in respect of the Trust for the preceding calendar year.

            In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and the Master Servicer shall use its commercially
reasonable efforts to cause any Additional Servicer that resigns or is
terminated under any applicable servicing agreement to provide, an annual
statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer or the Trustee was
subject to this Agreement or the period of time that the Additional Servicer was
subject to such other servicing agreement.

            Section 11.10 Annual Reports on Assessment of Compliance with
Servicing Criteria. (a) On or before March 1 (subject to a grace period no later
than March 15) of each year commencing March 2007, the Master Servicer, the
Special Servicer and the Trustee, each at its own expense, shall furnish, and
each such party shall cause (or, in the case of a Primary Servicer, a Servicing
Function Participant or Additional Servicer that is a Sub-Servicer listed on
Exhibit K or a Sub-Servicer appointed pursuant to Article VII, use commercially
reasonable efforts to cause) the Primary Servicer and each Servicing Function
Participant and Additional Servicer, in each case, with which it has entered
into a servicing relationship with respect to the Mortgage Loans (each Master
Servicer, the Special Servicer, the Trustee, the Primary Servicer and any
Servicing Function Participant and Additional Servicer, as the case may be, a
"Reporting Servicer"), to furnish to the Trustee and the Depositor, a report on
an assessment of compliance with the Relevant Servicing Criteria that contains
(A) a statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such
Reporting Servicer used the Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (C) such Reporting Servicer's assessment of
compliance with the Relevant Servicing Criteria as of and for the period ending
the end of the fiscal year covered by the Form 10-K required to be filed
pursuant to Section 11.05, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria as of
and for such period.

            (b) On the Closing Date, the Master Servicer, the Special Servicer
and the Trustee each acknowledge and agree that Exhibit O sets forth the
Relevant Servicing Criteria for such party.

            (c) No later than the end of each fiscal year for the Trust, the
Master Servicer and the Special Servicer shall notify the Trustee and the
Depositor as to the name of each Servicing Function Participant (pursuant to
Item 1108(a)(2) of Regulation AB) utilized by it, and the Trustee shall notify
the Depositor as to the name of each Servicing Function Participant utilized by
it, and each such notice will specify what specific Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Master Servicer, the Special Servicer and the
Trustee submit their assessments pursuant to Section 11.10(a), the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall also at
such time include (or, in the case of a Servicing Function Participant that is a
Sub-Servicer listed on Exhibit K or a Sub-Servicer appointed pursuant to Article
VII, shall also at such time use commercially reasonable efforts to include) the
assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.

            (d) Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor shall have the right to review each such report
and, if applicable, consult with the Master Servicer, the Special Servicer, the
Trustee and any Servicing Function Participant as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria by the applicable
Master Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit O and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery
of, any such reports until April 15 in any given year so long as it has received
written confirmation from the Depositor that a Form 10-K is not required to be
filed in respect of the Trust for the preceding calendar year.

            (e) In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each such party shall cause (or, in the case of a
Servicing Function Participant that is a Sub-Servicer listed on Exhibit K or a
Sub-Servicer appointed pursuant to Article VII, use commercially reasonable
efforts to cause) any Servicing Function Participant engaged by it to provide,
and the Master Servicer shall use its reasonable efforts to cause any Additional
Servicer that resigns or is terminated under any applicable servicing agreement
to provide, an annual assessment of compliance pursuant to this Section 11.10,
coupled with an attestation as required in Section 11.11 with respect to the
period of time that the Master Servicer, the Special Servicer or the Trustee was
subject to this Agreement or the period of time that the Additional Servicer was
subject to such other servicing agreement.

            Section 11.11 Annual Independent Public Accountants' Servicing
Report. On or before March 1 (subject to a grace period through March 15) of
each year commencing March 2007, the Master Servicer, the Special Servicer and
the Trustee, each at its own expense, shall, and each such party shall cause
(or, in the case of a Primary Servicer, a Servicing Function Participant or
Additional Servicer that is a Sub-Servicer listed on Exhibit K or a Sub-Servicer
appointed pursuant to Article VII, use commercially reasonable efforts to cause)
the Primary Servicer and each Servicing Function Participant and Additional
Servicer, in each case, with which it has entered into a servicing relationship
with respect to the Mortgage Loans to cause, a registered public accounting firm
(which may also render other services to the Master Servicer, the Special
Servicer, the Trustee, the Primary Servicer or the applicable Servicing Function
Participant or Additional Servicer, as the case may be) and that is a member of
the American Institute of Certified Public Accountants to furnish a report to
the Trustee and the Depositor, with a copy to the Rating Agencies (in the case
of the Master Servicer and the Special Servicer), to the effect that (i) it has
obtained a representation regarding certain matters from the management of such
Reporting Servicer, which includes an assertion that such Reporting Servicer has
complied with the Relevant Servicing Criteria and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is expressing an opinion as to
whether such Reporting Servicer's compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it is not expressing an
overall opinion regarding such Reporting Servicer's assessment of compliance
with the Relevant Servicing Criteria. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related
accountant's attestation report shall be made in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act. Such report must be available for general use and not contain
restricted use language.

            Promptly after receipt of such report from the Master Servicer, the
Special Servicer, the Trustee, the Primary Servicer or any Servicing Function
Participant or Additional Servicer, (i) the Depositor may review the report and,
if applicable, consult with the Master Servicer, the Special Servicer or the
Trustee as to the nature of any defaults by the Master Servicer, the Special
Servicer, the Trustee, the Primary Servicer or any Servicing Function
Participant or Additional Servicer with which such party has entered into a
servicing relationship with respect to the Mortgage Loans, as the case may be,
in the fulfillment of any of the Master Servicer's, the Special Servicer's, the
Trustee's, the Primary Servicer's or the applicable Servicing Function
Participants' or Additional Servicer's obligations hereunder or under the
applicable sub-servicing or primary servicing agreement, and (ii) the Trustee
shall confirm that each accountants' attestation report submitted pursuant to
this Section relates to an assessment of compliance meeting the requirements of
Section 11.10 and notify the Depositor, the Master Servicer and the Special
Servicer of any exceptions.

            Section 11.12 Indemnification. Each of the Master Servicer, the
Special Servicer and the Trustee shall indemnify and hold harmless each
Certification Party from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and
other costs and expenses incurred by such Certification Party arising out of an
actual breach by the Master Servicer, the Special Servicer or the Trustee, as
the case may be, of its obligations under this Article XI to deliver any reports
or other information required hereunder to the Trustee and/or the Depositor
after expiration of any applicable cure or grace periods; provided that this
indemnity shall not cover any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses incurred by such Certification Party arising out of an actual
breach by CWCapital LLC, as Primary Servicer of its obligations under this
Article XI or the applicable Sub-Servicing Agreement to deliver any reports or
other information required hereunder to the Trustee and/or the Depositor after
expiration of any applicable cure or grace periods.

            Each of the Master Servicer and the Special Servicer shall cause
(or, in the case of a Primary Servicer, an Additional Servicer or Servicing
Function Participant that is a Sub-Servicer listed on Exhibit K or a
Sub-Servicer appointed pursuant to Article VII, use commercially reasonable
efforts to cause) the Primary Servicer, each Additional Servicer and each
Servicing Function Participant, in each case, with which it has entered into a
servicing relationship with respect to the Mortgage Loans to indemnify and hold
harmless each Certification Party from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such
Certification Party arising out of (i) a breach of its obligations to provide to
the Depositor and Trustee any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports pursuant to the
applicable sub-servicing or primary servicing agreement or (ii) any failure by a
Servicer (as defined in Section 11.02(b)) to identify a "servicer" pursuant to
Section 11.02(c).

            If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Master Servicer,
the Special Servicer, the Trustee, the Primary Servicer, the Additional Servicer
or other Servicing Function Participant (the "Performing Party") shall
contribute to the amount paid or payable to the Certification Party as a result
of the losses, claims, damages or liabilities of the Certification Party in such
proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a
breach of the Performing Party's obligations pursuant to Sections 11.06, 11.09,
11.10 or 11.11 (or breach of its obligations under the applicable sub-servicing
or primary servicing agreement to provide any of the annual compliance
statements or annual servicing criteria compliance reports or attestation
reports) or the Performing party's negligence, bad faith or willful misconduct
in connection therewith. Each of the Master Servicer and Special Servicer shall
use commercially reasonable efforts to cause the Primary Servicer and each
Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans
to agree to the foregoing indemnification and contribution obligations. This
Section 11.12 shall survive the termination of this Agreement or the earlier
resignation or removal of the Master Servicer or the Special Servicer.

            Section 11.13 Amendments. This Article XI may be amended by the
parties hereto pursuant to Section 12.07 for purposes of complying with
Regulation AB and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of
designating the Certifying Person without any Opinions of Counsel, Officer's
Certificates, Rating Agency Confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement; provided, however, that the reports (or substantially similar
reports) required to be delivered pursuant to Section 11.09, Section 11.10 and
Section 11.11 will continue to be required regardless of any amendment to this
Agreement.

            Section 11.14 Regulation AB Notices. With respect to any notice
required to be delivered by the Trustee to the Depositor pursuant to this
Article XI, the Trustee may deliver such notice, notwithstanding any contrary
provision in Section 11.04, via facsimile to 646-253-8848, via email to
theyman@cwcapital.com and rrestrick@cwcapital.com and/or telephonically by
calling Tammy Heyman or Robert Restrick at 646-253-8800.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

            Section 12.01 Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or the Companion Loan Noteholders, (i) to cure any ambiguity,
(ii) to correct, modify or supplement any provision herein which may be
inconsistent with any other provision herein or with the description thereof in
the Prospectus or the Prospectus Supplement, (iii) to add any other provisions
with respect to matters or questions arising hereunder which shall not be
inconsistent with the existing provisions hereof, (iv) to relax or eliminate any
requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or
eliminated, (v) to relax or eliminate any requirement imposed by the Securities
Act or the rules thereunder if the Securities Act or those rules are amended or
clarified so as to allow for the relaxation or elimination of that requirement;
(vi) as evidenced by an Opinion of Counsel delivered to the Master Servicer, the
Special Servicer and the Trustee, either (A) to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to any of
the REMIC Pools at least from the effective date of such amendment, or (B) to
avoid the occurrence of a prohibited transaction or to reduce the incidence of
any tax that would arise from any actions taken with respect to the operation of
any REMIC Pool; or (vii) as provided in Section 5.02(d)(iv) to modify, add to or
eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii); (viii), to
otherwise modify or delete existing provisions of this Agreement; provided that
such amendment (other than any amendment for any of the specific purposes
described in clauses (i), (ii), (iv), (v), (vi) and (vii) above) shall not
adversely affect in any material respect the interests of any Certificateholder
or the Companion Loan Noteholders, as evidenced by either an Opinion of Counsel
delivered to the Trustee and each other party hereto to such effect or, in the
case of a Class of Certificates or a Class of Companion Loan Securities to which
a rating has been assigned by one or more Rating Agencies, written confirmation
from each applicable Rating Agency to the effect that such amendment shall not
result in an Adverse Rating Event with respect to such Class of Certificates or
Companion Loan Securities; and provided, further, that such amendment shall not
significantly change the activities of the Trust; and provided, further, that no
amendment may be made that changes in any manner the obligations or rights of
any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the
consent of the affected Mortgage Loan Seller.

            (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Mortgage Loans which are required to be
distributed on any Certificate, without the consent of the Holder of such
Certificate or which are required to be distributed to the Companion Loan
Noteholders, without the consent of the affected Companion Loan Noteholders,
(ii) adversely affect in any material respect the interests of the Holders of
any Class of Certificates or the interests of the Companion Loan Noteholders in
a manner other than as described in the immediately preceding clause (i) without
the consent of the Holders of all Certificates of such Class or the consent of
the affected Companion Loan Noteholders, as the case may be, (iii) significantly
change the activities of the Trust without the consent of the Holders of
Certificates entitled to 51% of all the Voting Rights (without regard to
Certificates held by the Depositor, any of the Depositor's Affiliates and/or
agents, any Mortgage Loan Seller, any Affiliate of a Mortgage Loan Seller and/or
agents thereof), (iv) modify the provisions of this Section 12.01, without the
consent of the Holders of all Certificates then outstanding and the consent of
the affected Companion Loan Noteholders, (v) modify the provisions of Section
3.21 or the Servicing Standard, without the consent of the Holders of all
Regular Interest Certificates then outstanding and the consent of the Companion
Loan Noteholders, or (vi) modify the specified percentage of Voting Rights which
are required to be held by Certificateholders to consent or not to object to any
particular action pursuant to any provision of this Agreement without the
consent of the Holders of all Certificates then outstanding or modify the rights
of the Companion Loan Noteholders to consent or not object to any particular
action pursuant to any provision of this Agreement without the consent of all
affected Companion Loan Noteholders. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 12.01(b), Certificates registered in the name of any party hereto
or any Affiliate thereof shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such
Certificates, so long as the subject amendment does not relate to increasing its
rights or reducing or limiting its obligations hereunder as a party to this
Agreement.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the party seeking such amendment) addressed to the Trustee and each other
party hereto, to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on any
REMIC Pool pursuant to the REMIC Provisions, cause any REMIC Pool to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust and (ii) such amendment complies in all material respects with the
provisions of this Section 12.01.

            (d) Promptly after the execution of any such amendment, the Trustee
shall send electronically (and make available on its website) a copy thereof to
each Certificateholder and the Companion Loan Noteholders.

            (e) It shall not be necessary for the consent of the
Certificateholders or the affected Companion Loan Noteholders under this Section
12.01 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by the Certificateholders or the affected Companion Loan Noteholders
shall be subject to such reasonable regulations as the Trustee may prescribe.

            (f) Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities under this Agreement
or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 12.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 12.01(a)
or (c) shall be payable out of the Pool Custodial Account, in the case of the
Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of
the Distribution Account, in the case of the Trustee, pursuant to Section
3.05(b).

            Section 12.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Pool Custodial Account and the Class AMP-E Custodial Account pursuant
to Section 3.05(a) or, to the extent that it benefits the Companion Loan
Noteholders, out of the related Loan Combination Custodial Account pursuant to
Section 3.05(A)(a)) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders and/or the
Companion Loan Noteholders; provided, however, that the Trustee shall have no
obligation or responsibility to determine whether any such recordation of this
Agreement is required.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            Section 12.03 Limitation on Rights of Certificateholders and
Companion Loan Noteholders.

            (a) The death or incapacity of any Certificateholder or any
Companion Loan Noteholder shall not operate to terminate this Agreement or the
Trust Fund, nor entitle such Certificateholder's or such Companion Loan
Noteholder's legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) The Certificateholders and the Companion Loan Noteholders
(except as expressly provided for herein) shall not have any right to vote or in
any manner otherwise control the operation and management of the Trust Fund, or
the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders and/or the Companion Loan Noteholders from time to time as
partners or members of an association; nor shall any Certificateholder or
Companion Loan Noteholders be under any liability to any third party by reason
of any action taken by the parties to this Agreement pursuant to any provision
hereof.

            (c) Neither the Certificateholders nor the Companion Loan
Noteholders shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement or any Mortgage Loan, unless, with respect to any
suit, action or proceeding upon or under or with respect to this Agreement, such
Person previously shall have given to the Trustee a written notice of default
hereunder, and of the continuance thereof, as hereinbefore provided, and unless
also (except in the case of a default by the Trustee) the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for sixty (60)
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. It
is understood and intended, and expressly covenanted by each Certificateholder
with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

            Section 12.04 Governing Law; Consent to Jurisdiction.

            This Agreement will be governed by and construed in accordance with
the laws of the State of New York, applicable to agreements negotiated, made and
to be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer and the
Trustee each hereby irrevocably (i) submits to the jurisdiction of any New York
State and federal courts sitting in New York City with respect to matters
arising out of or relating to this Agreement; (ii) agrees that all claims with
respect to such action or proceeding may be heard and determined in such New
York State or federal courts; (iii) waives the defense of an inconvenient forum;
and (iv) agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.

            Section 12.05 Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, CWCapital
Commercial Funding Corp., One Charles River Place, 63 Kendrick Street, Needham,
Massachusetts 02494, Attention: Craig Lieberman, facsimile number: 646-253-8848,
with a copy to Cadwalader, Wickersham & Taft LLP, One World Financial Center,
New York, New York 10281, Attention: Anna Glick, Esq; (ii) in the case of the
Master Servicer, Wachovia Bank, National Association, NC 1075, 8739 Research
Drive, URP 4, Charlotte, North Carolina 28262-1075, Attention: CWCapital
Commercial Funding Corp., Commercial Mortgage Trust Series 2006-C1; facsimile
number: (704) 593-7735; (iii) in the case of the Special Servicer, CWCapital
Asset Management LLC, 701 13th Street NW, Suite 1000, Washington, DC 20005,
Attention: David Iannarone (COBALT 2006-1), facsimile number: (202) 715-9698,
with a copy to CWCapital Asset Management LLC, One Charles River Place, 63
Kendrick Street, Needham, Massachusetts 02494, Attention: Jill Hyde (COBALT
2006-1), facsimile number: (781) 707-9397; (iv) in the case of the Trustee,
Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services--CWCapital Commercial Funding Corp.,
Commercial Mortgage Trust Series 2006-C1, facsimile number: 410-715-2380; (v) in
the case of the Underwriters, (A) Wachovia Securities, to Wachovia Capital
Markets, LLC, 301 South College Street, DC-8, One Wachovia Center NC0166,
Charlotte, North Carolina 28288; (B) Citigroup Global Markets Inc., 388
Greenwich Street, 19th Floor, New York, New York 10013; and (C) Deutsche Bank
Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie
Kaye (vi) in the case of the Rating Agencies, (A) Fitch, Inc., One State Street
Plaza, New York, NY 10004, facsimile number: (212) 635-0294, Attention:
Commercial Mortgage Surveillance; and (B) Standard & Poor's Ratings Services, a
division of The McGraw Hill Companies, Inc., 55 Water Street, New York, NY
10041, facsimile number: (212) 438-2662, Attention: Commercial Mortgage
Surveillance Manager; (vii) in the case of the Companion Loan Noteholders, to
their addresses as set forth in or notified to the parties hereto pursuant to,
the related Co-Lender Agreement; (viii) in the case of the initial Controlling
Class Representative, Cadim TACH, Inc., c/o CDP Capital Real Estate Advisors,
CDP Capital Center, 1000 Jean-Paul-Rjopelle Place, Suite A-300, Montreal, Quebec
H2Z 2B6, Canada, Attention: Corporate Secretary (COBALT 2006-1), Facsimile No.:
(514) 875-3327, with a copy to CWCapital Investments LLC, 5000 Birch Street,
East Wing, Suite 150, Newport Beach, California 92660, Attention: Tom Nolan
(COBALT 2006-1), Facsimile No.: (949) 271-8699 and a copy to CWCapital
Investments LLC, 701 13th Street NW, Suite 1000, Washington, D.C. 20005,
Attention: Patricia Daugherty (COBALT 2006-1), Facsimile No.: (202) 715-9698;
(ix) in the case of the initial Directing Holder, CWCapital Investments LLC,
5000 Birch Street, East Wing, Suite 150, Newport Beach, California 92660,
Attention: Tom Nolan (COBALT 2006-1), Facsimile No.: (949) 271-8699, with a copy
to CWCapital Investments LLC, 701 13th Street NW, Suite 1000, Washington, D.C.
20005, Attention: Patricia Daugherty (COBALT 2006-1), Facsimile No.: (202)
715-9698; and (ix) in the case of the Mortgage Loan Sellers, (A) CWCapital LLC,
One Charles River Place, 63 Kendrick Street, Needham, Massachusetts 02494,
Attention: Craig Lieberman, facsimile number: 646-253-8848; (B) Citigroup Global
Markets Realty Corp., 388 Greenwich Street, New York, New York 10013, Attention:
Angela Vleck, facsimile number: (212) 816-8307; (C) Artesia Mortgage Capital
Corporation, 1180 Northwest Maple Street, Suite 202, Issaquah, Washington 98027,
Attention: Diana Kelsey Kutas, facsimile number: (425) 313-1005; (D) Wachovia
Bank, National Association, 8739 Research Drive, URP4, Charlotte, North Carolina
28262-1075, Attention: COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1; and (D) German American
Capital Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie
Kaye or, as to each such Person, such other address as may hereafter be
furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register.

            Section 12.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 12.07 Grant of a Security Interest.

            The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Mortgage
Loans pursuant to this Agreement shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for
a loan, however, the Depositor and the Trustee agree that it is their intent
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor and the Trustee also
intend and agree that, in such event, (i) in order to secure performance of the
Depositor's obligations hereunder and payment of the Certificates, the Depositor
shall be deemed to have granted, and does hereby grant, to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets constituting the Trust Fund, including
the Mortgage Loans, all principal and interest received or receivable with
respect to the Mortgage Loans (other than principal and interest payments due
and payable prior to the Cut-off Date and any Principal Prepayments received on
or prior to the Cut-off Date), all amounts held from time to time in the Pool
Custodial Account, the Class AMP-E Custodial Account, the Loan Combination
Custodial Account, the Distribution Account, the Class AMP-E Sub-Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Account and, if
established, the Pool REO Account or the Loan Combination REO Account and any
and all reinvestment earnings on such amounts, and all of the Depositor's right,
title and interest in and to the proceeds of any title, hazard or other
Insurance Policies related to such Mortgage Loans, and (ii) this Agreement shall
constitute a security agreement under applicable law.

            Section 12.08 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 12.09 Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders.

            Each Underwriter shall be a third party beneficiary to this
Agreement solely with respect to its right to receive the reports, statements
and other information to which it is entitled hereunder, to preserve such
Underwriter's rights under Sub-Servicing Agreements as contemplated by Section
3.23(d) and, in the case of a Mortgage Loan Seller, to terminate the Trust Fund
pursuant to Section 9.01.

            Each of the Sub-Servicers that is a party to a Sub-Servicing
Agreement in effect on the Closing Date (or being negotiated as of the Closing
Date and in effect within ninety (90) days thereafter) shall be a third party
beneficiary to obligations of a successor Master Servicer under Section 3.23,
provided that the sole remedy for any claim by a Sub-Servicer as a third party
beneficiary pursuant to this Section 12.09 shall be against a successor Master
Servicer solely in its corporate capacity and no Sub-Servicer shall have any
rights or claims against the Trust Fund or any party hereto (other than a
successor Master Servicer in its corporate capacity as set forth in this Section
12.09) as a result of any rights conferred on such Sub-Servicer as a third party
beneficiary pursuant to this Section 12.09.

            The Companion Loan Noteholders and any designees thereof acting on
behalf of or exercising the rights of the Companion Loan Noteholders shall be
third-party beneficiaries to this Agreement with respect to their rights as
specifically provided for herein.

            Each Lead Master Servicer, Lead Special Servicer and Lead Trustee
shall be third party beneficiaries to this Agreement solely with respect to (i)
the reimbursement of nonrecoverable advances made by such party under the Lead
PSA, as provided in Section 3.05 hereof and (ii) the indemnification of the Lead
Master Servicer, Lead Trustee and Lead Special Servicer, as provided in Section
6.03.

            Any Subsequent Master Servicer and Subsequent Trustee shall be a
third party beneficiary to this Agreement solely with respect to the
recoverability of any back-up P&I Advances pursuant to Section 3.05A, and to the
extent required under the related Co-Lender Agreement.

            Each of the Master Servicer and the Special Servicer acknowledges
that upon the securitization of a Serviced Pari Passu Companion Loan, the
Subsequent Trustee will be the owner of such Mortgage Note and that, pursuant to
the Subsequent PSA, the Subsequent Master Servicer will be entitled to enforce
the rights of the Subsequent Trustee with respect to such Loan under the related
Co-Lender Agreement and this Agreement.

            This Agreement may not be amended in any manner that would adversely
affect the rights of any such third party beneficiary without its consent. No
other Person, including any Mortgagor, shall be entitled to any benefit or
equitable right, remedy or claim under this Agreement.

            Section 12.10 Article and Section Headings.

            The Article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 12.11 Notices to Rating Agencies.

            (a) The Trustee shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Master Servicer or the
      Special Servicer;

            (iv) the repurchase of Mortgage Loans by the applicable Mortgage
      Loan Seller pursuant to Section 2.03;

            (v) any change in the location of the Distribution Account, the
      Interest Reserve Account or the Excess Liquidation Proceeds Account;

            (vi) the final payment to any Class of Certificateholders; and

            (vii) any sale or disposition of any Mortgage Loan or REO Property.

            (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of any Custodial Account.

            (c) The Special Servicer shall furnish each Rating Agency with
respect to a Specially Serviced Mortgage Loan such information as the Rating
Agency shall reasonably request and which the Special Servicer can reasonably
provide in accordance with applicable law, with copies to the Trustee.

            (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of:

            (i) each of its annual statements as to compliance described in
      Section 11.09 and Section 11.10;

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 11.11; and

            (iii) any Officer's Certificate delivered by it to the Trustee
      pursuant to Section 3.12(d) or 4.03(c).

            (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

            (f) The Trustee shall promptly deliver to each Rating Agency a copy
of each of the statements and reports described in Section 4.02(a) that is
prepared by it.

            (g) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

            Section 12.12 Global Opinions.

            Notwithstanding anything herein to the contrary, where any party
hereto is required or permitted to rely upon an Opinion of Counsel with respect
to any particular matter, such Opinion of Counsel need not specifically
reference such particular matter, but rather such Opinion of Counsel may address
general matters of law in respect of nonspecific circumstances which clearly
encompass the facts of such particular matter (any such Opinion of Counsel, a
"Global Opinion"); provided that no Global Opinion may be relied upon if it is
more than twelve (12) months old or if the subject party has reason to believe
that such Global Opinion no longer expresses a correct legal opinion.

            Section 12.13 Complete Agreement.

            This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 12.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                       CWCAPITAL COMMERCIAL FUNDING CORP.,
                                          Depositor


                                       By:  /s/ Robert Restrick
                                          --------------------------------------
                                          Name: Robert Restrick
                                          Title: Senior Vice President


                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          Master Servicer


                                       By:  /s/ Cynthia L. Schwartz
                                          --------------------------------------
                                          Name:  Cynthia L. Schwartz
                                          Title: Vice President


                                       CWCAPITAL ASSET MANAGEMENT LLC,
                                          Special Servicer


                                       By:   /s/ David B. Iannarone
                                          --------------------------------------
                                          Name:  David B. Iannarone
                                          Title: Managing Director



                                       WELLS FARGO BANK, N.A.,
                                          Trustee


                                       By:  /s/ Jennifer L. Richardson
                                          --------------------------------------
                                          Name:  Jennifer L. Richardson
                                          Title: Vice President

<PAGE>

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the 19th day of December, 2006, before me, a notary public in and
for said State, personally appeared Robert Restrick, known to me to be a Senror
Vice President of CWCapital Commercial Funding Corp., one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                /s/ Jason A. Dickens
                --------------------
                    Notary Public

<PAGE>

STATE OF NORTH CAROLINA )
                        )  ss.:
COUNTY OF MECKLENBURG   )

            On the 15th day of December, 2006, before me, a notary public in and
for said State, personally appeared Cynthia L. Schwartz, known to me to be a
Vice President of Wachovia Bank, National Association one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                  /s/ Amber M. Neil
                  -----------------
                    Notary Public


<PAGE>

DISTRICT OF COLUMBIA    )
                        )  ss.:
COUNTY OF               )

            On the 18th day of December, 2006, before me, a notary public in and
for said State, personally appeared David B. Iannarone known to me to be a
Managing Director of CWCapital Asset Management LLC, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                /s/ Sandra G. Battle
                --------------------
                    Notary Public

                 [Notarial Seal]

<PAGE>

STATE OF MARYLAND             )
                              )  ss.:
COUNTY OF HOWARD              )

            On the 21st day of December, 2006, before me, a notary public in and
for said State, personally appeared Jennifer L. Richardson, known to me to be a
Vice President of Wells Fargo Bank, NA, one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                /s/ Graham M. Oglesby
                ---------------------
                    Notary Public

<PAGE>

                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

                 COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1

<TABLE>
<CAPTION>
Mortgage
Loan Number   Property Name                                Address
-----------   ------------------------------------------   ----------------------------------------------------------------
<S>           <C>                                          <C>
          1   Ala Moana Portfolio                          Various
      1.001   Ala Moana Center                             1450 Ala Moana Boulevard
      1.002   Ala Moana Building                           1441 Kapiolani Boulevard
      1.003   Ala Moana Pacific Center                     1585 Kapiolani Boulevard
      1.004   Ala Moana Plaza                              451 Piikoi Street
          2   Continental Towers                           1701 West Golf Road
          3   Prime Retail Outlets Portfolio               Various
      3.001   Queenstown Outlet                            441 Outlet Center Drive
      3.002   Pismo Beach Outlet                           333 Five Cities Drive
          4   ShopKo Portfolio                             Various
      4.001   10808 South 132nd Street                     10808 South 132nd Street
      4.002   700 Pilgrim Way                              700 Pilgrim Way
      4.003   1717 Lawrence Drive                          1717 Lawrence Drive
      4.004   301 Bay Park Square                          301 Bay Park Square
      4.005   55 Lake Boulevard                            55 Lake Boulevard
      4.006   217 West Ironwood Drive                      217 West Ironwood Drive
      4.007   1001 East Gowen Road                         1001 East Gowen Road
      4.008   801 West Central Entrance (Highway 53)       801 West Central Entrance (Highway 53)
      4.009   4161 Second Street South (Highway 23)        4161 Second Street South (Highway 23)
       4.01   7401 Mineral Point Road                      7401 Mineral Point Road
      4.011   1000 West Northland Avenue                   1000 West Northland Avenue
      4.012   2201 Zeier Road                              2201 Zeier Road
      4.013   1850 Madison Avenue                          1850 Madison Avenue
      4.014   2820 Highway 63 South                        2820 Highway 63 South
      4.015   3708 Highway 63 North                        3708 Highway 63 North
      4.016   3200 Broadway Street                         3200 Broadway Street
      4.017   2430 East Mason Street                       2430 East Mason Street
      4.018   867 North Columbia Center Boulevard          867 North Columbia Center Boulevard
      4.019   14445 West Center Road                       14445 West Center Road
       4.02   5646 North 90th Street                       5646 North 90th Street
      4.021   616 West Johnson Street                      616 West Johnson Street
      4.022   1150 West Washington Street                  1150 West Washington Street
      4.023   1601 West 41st Street                        1601 West 41st Street
      4.024   1845 Haines Avenue                           1845 Haines Avenue
      4.025   699 Green Bay Road                           699 Green Bay Road
      4.026   955 West Clairemont Avenue                   955 West Clairemont Avenue
      4.027   1100 East Riverview Expressway               1100 East Riverview Expressway
      4.028   2510 South Reserve Street                    2510 South Reserve Street
      4.029   1300 Koeller Street                          1300 Koeller Street
       4.03   800 East Maes Street                         800 East Maes Street
      4.031   North 9520 Newport Highway                   North 9520 Newport Highway
      4.032   4801 Washington Avenue                       4801 Washington Avenue
      4.033   4515 South Regal Street                      4515 South Regal Street
      4.034   1306 North Central Avenue                    1306 North Central Avenue
      4.035   2500 US Highway 14                           2500 US Highway 14
      4.036   1209 18th Avenue Northwest                   1209 18th Avenue Northwest
      4.037   501 Highway 10 Southeast                     501 Highway 10 Southeast
      4.038   1400 Big Thunder Boulevard                   1400 Big Thunder Boulevard
      4.039   2101 West Broadway                           2101 West Broadway
       4.04   2208 North Webb Road                         2208 North Webb Road
      4.041   5300 52nd Street                             5300 52nd Street
      4.042   905 South 24th Street West                   905 South 24th Street West
      4.043   701 South Church Street                      701 South Church Street
      4.044   1964 West Morton Avenue                      1964 West Morton Avenue
      4.045   4200 South 27th Street                       4200 South 27th Street
      4.046   1710 South Main Street                       1710 South Main Street
      4.047   1578 Appleton Road                           1578 Appleton Road
      4.048   2761 Prairie Avenue                          2761 Prairie Avenue
      4.049   9366 State Highway 16                        9366 State Highway 16
       4.05   2602 Shopko Drive                            2602 Shopko Drive
      4.051   518 South Taylor Drive                       518 South Taylor Drive
      4.052   1553 West 9000 South                         1553 West 9000 South
      4.053   2290 South 1300 East                         2290 South 1300 East
      4.054   405 Cottonwood Drive                         405 Cottonwood Drive
      4.055   5801 Summit View Avenue                      5801 Summit View Avenue
      4.056   1900 North Main Street                       1900 North Main Street
      4.057   1771 Wisconsin Avenue                        1771 Wisconsin Avenue
      4.058   4344 Mormon Coulee Road (State Highway 14)   4344 Mormon Coulee Road (State Highway 14)
      4.059   1200 Susan Drive                             1200 Susan Drive
       4.06   2677 South Prairie View Road                 2677 South Prairie View Road
      4.061   230 North Wisconsin Street                   230 North Wisconsin Street
      4.062   3415 Calumet Avenue                          3415 Calumet Avenue
      4.063   700 9th Avenue Southeast                     700 9th Avenue Southeast
      4.064   1105 East Grand Avenue                       1105 East Grand Avenue
      4.065   1200 Main Street (State Highway 10)          1200 Main Street (State Highway 10)
      4.066   125 Main Street                              125 Main Street
      4.067   190 South 500 West                           190 South 500 West
      4.068   500 North Highway 281                        500 North Highway 281
      4.069   301 Northwest Bypass                         301 Northwest Bypass
       4.07   3101 North Montana Avenue                    3101 North Montana Avenue
      4.071   South 1450 Grand Avenue                      South 1450 Grand Avenue
      4.072   500 South Carpenter Avenue                   500 South Carpenter Avenue
      4.073   4060 Riverdale Road                          4060 Riverdale Road
      4.074   615 South Monroe                             615 South Monroe
      4.075   1150 North Main Street                       1150 North Main Street
      4.076   2655 Broadway Avenue                         2655 Broadway Avenue
      4.077   4850 West 3500 South                         4850 West 3500 South
      4.078   1001 South Highway 15 (State Street)         1001 South Highway 15 (State Street)
      4.079   1450 East Geneva Street                      1450 East Geneva Street
       4.08   601 Galvin Road South                        601 Galvin Road South
      4.081   1018 Washington Boulevard                    1018 Washington Boulevard
      4.082   1777 Paulson Road                            1777 Paulson Road
      4.083   405 West 8th Street                          405 West 8th Street
      4.084   2610 North Bridge Avenue                     2610 North Bridge Avenue
      4.085   2005 Krenzien Drive                          2005 Krenzien Drive
      4.086   510 East Philip Avenue                       510 East Philip Avenue
      4.087   2530 First Avenue North                      2530 First Avenue North
      4.088   1755 North Humiston Avenue                   1755 North Humiston Avenue
      4.089   2100 Caldwell Boulevard                      2100 Caldwell Boulevard
       4.09   900 West Memorial Drive                      900 West Memorial Drive
      4.091   2741 Roosevelt Street                        2741 Roosevelt Street
      4.092   2266 North University Parkway                2266 North University Parkway
      4.093   1649 Pole Line Road East                     1649 Pole Line Road East
      4.094   320 County Road O                            320 County Road O
      4.095   4215 Yellowstone Highway                     4215 Yellowstone Highway
      4.096   800 East 17th Street                         800 East 17th Street
      4.097   1350 North Galena Avenue                     1350 North Galena Avenue
      4.098   1600 Rose Street                             1600 Rose Street
      4.099   2530 Rudkin Road                             2530 Rudkin Road
        4.1   555 West South Street                        555 West South Street
      4.101   955 North Main Street                        955 North Main Street
      4.102   1341 North Main Street                       1341 North Main Street
      4.103   747 South Main Street                        747 South Main Street
      4.104   1425 Janesville Avenue                       1425 Janesville Avenue
      4.105   2120 Thain Grade                             2120 Thain Grade
      4.106   3705 Monroe Road                             3705 Monroe Road
      4.107   2585 Lineville Road                          2585 Lineville Road
      4.108   1190 North 6th Street                        1190 North 6th Street
      4.109   1450 West Main Avenue                        1450 West Main Avenue
       4.11   East 13414 Sprague Avenue                    East 13414 Sprague Avenue
      4.111   313 North Roosevelt Avenue                   313 North Roosevelt Avenue
      4.112   1011 North Wisconsin Street                  1011 North Wisconsin Street
          5   311 South Wacker                             311 South Wacker Drive
          6   Hollywood Roosevelt Hotel                    7000 Hollywood Boulevard
          7   Chiquita Center                              250 East Fifth Street
          8   Fortress/Ryan's Portfolio                    Various
      8.001   Ryans - Picayune, MS                         232 Frontage Road
      8.002   Ryans - Crestview, FL                        3000 South Ferdon Boulevard
      8.003   Fire Mountain - Fayetteville, NC             1470 Skibo Road
      8.004   Ryans - Bowling Green, KY                    1920 Mel Browning Street
      8.005   Fire Mountain - Pensacola, FL                9006 Pensacola Boulevard
      8.006   Ryans - Macon, GA                            4690 Presidential Parkway
      8.007   Ryans - Conroe, TX                           1413 North Loop 336 West
      8.008   Ryans - Columbus, GA                         1900 Manchester Expressway
      8.009   Ryans - Beckley, WV                          1320 North Eisenhower Drive
       8.01   Ryans - Aiken, SC                            1953 Whiskey Road
      8.011   Ryans - Pearl, MS                            438 Riverwind Drive
      8.012   Ryans - Asheville, NC                        1000 Brevard Road
      8.013   Ryans - Beaumont, TX                         4260 Dowlen Road
      8.014   Ryans - Albany, GA                           1228 North Westover Boulevard
      8.015   Old Country Buffet - Coon Rapids, MN         3580 Main Street
      8.016   Ryans - Surfside Beach, SC                   8671 Highway 17 Bypass
      8.017   Ryans - Montgomery, AL                       6561 Atlanta Highway
      8.018   Ryans - North Charleston, SC                 7321 Rivers Avenue
      8.019   Fire Mountain - Flowood, MS                  205 Belle Meade Point
       8.02   Ryans - Hanover, PA                          341 Eisenhower Drive
      8.021   Ryans - Princeton, WV                        195 Greasy Ridge Road
      8.022   Ryans - Hermitage, TN                        3435 Lebanon Pike
      8.023   Ryans - Martinez, GA                         208 Bobby Jones Expressway
      8.024   Fire Mountain - Columbia, SC                 1304 Bower Parkway
      8.025   Ryans - Columbia, SC                         10052 Two Notch Road
      8.026   Fire Mountain - Decatur, AL                  921 Wimberly Drive SW
      8.027   Ryans - Greer, SC                            1501 West Poinsett
      8.028   Fire Mountain - Athens, GA                   1021 Dowdy Road
      8.029   Fire Mountain - Burleson, TX                 1045 Southwest Wilshire Boulevard
       8.03   Ryans - Charleston, SC                       829 Saint Andrews Boulevard
      8.031   Ryans - Martinsburg, WV                      925 Foxcroft Avenue
      8.032   Ryans - Commerce, GA                         243 Steven B. Tanger Boulevard
      8.033   Fire Mountain - Horn Lake, MS                988 Goodman Road
      8.034   Ryans - Fredericksburg, VA                   1780 Carl D. Silver Parkway
      8.035   Fire Mountain - North Augusta, SC            1275 Knox Avenue
      8.036   Ryans - Anderson, SC                         3517 Clemson Boulevard
      8.037   Fire Mountain - Mobile, AL                   4439 Rangeline Road
      8.038   Ryans - Alcoa, TN                            1053 Hunters Xing
      8.039   Ryans - Texas City, TX                       2310 FM 2004
       8.04   Ryans - Hixson, TN                           5104 Hixson Pike
      8.041   Ryans - Denham Springs, LA                   910 South Range Avenue
      8.042   Fire Mountain - Dawsonville, GA              126 Highway 400 North
      8.043   Ryans - Murfreesboro, TN                     1829 Old Fort Parkway
      8.044   Ryans - Jasper, AL                           2009 Highway 78 East
      8.045   Ryans - Florence, AL                         362 Cox Creek Parkway
      8.046   Ryans - North Myrtle Beach, SC               3607 Highway 17
      8.047   Fire Mountain - Bossier City, LA             2400 Airline Drive
      8.048   Ryans - Canton, GA                           150 Keith Drive
      8.049   Ryans - Owensboro, KY                        4500 Frederica Street
       8.05   Ryans - Rome, GA                             2305 Shorter Avenue SW
      8.051   Fire Mountain - Lake Charles, LA             4051 Ryan Street
      8.052   Fire Mountain - Hickory, NC                  2664 Highway 70 SE
      8.053   Ryans - Cartersville, GA                     823 Joe Frank Harris Parkway
      8.054   Ryans - Crossville, TN                       2854 North Main Street
      8.055   Ryans - Carrollton, GA                       1156 Bankhead Highway
      8.056   Ryans - Pace, FL                             4955 Highway 90
      8.057   Ryans - Christiansburg, VA                   2580 North Franklin Street
      8.058   Ryans - Prattville, AL                       1915 Cobbs Ford Road
      8.059   Fire Mountain - Lexington, KY                1973 Bryant Road
       8.06   Ryans - Paducah, KY                          5140 Hinkleville Road
      8.061   Fire Mountain - Spanish Fort, AL             30179 Eastern Shore Court
      8.062   Ryans - Lake Jackson, TX                     119 West Highway 332
      8.063   Ryans - Hiram, GA                            55 Pace Court
      8.064   Ryans - Greenville, SC                       6124 White Horse Road
      8.065   Fire Mountain - Auburn, IN                   1411 Shook Drive
      8.066   Ryans - Seymour, IN                          203 North Sandy Creek Drive
      8.067   Ryans - Springfield, MO                      1950 East Kearney Street
      8.068   Fire Mountain - Cullman, AL                  1720 Cherokee Avenue SW
      8.069   Fire Mountain - Spartanburg, SC              151 Dorman Center Drive
       8.07   Ryans - West Columbia, SC                    1707 Charleston Highway
      8.071   Ryans - Dothan, AL                           3240 South Oates Street
      8.072   Ryans - Easley, SC                           6410 Calhoun Memorial Highway
      8.073   Fire Mountain - Gardendale, AL               838 Odum Road
      8.074   Ryans - Joplin, MO                           510 Rangeline Road
      8.075   Ryans - Greenwood, SC                        1703 Bypass 72 NE
      8.076   Ryans - Conway, SC                           2904 Church Street
      8.077   Ryans - Chambersburg, PA                     1635 Lincoln Way East
      8.078   Ryans - Lumberton, NC                        220 Jackson Court
      8.079   Fire Mountain - Griffin, GA                  1323 North Expressway
       8.08   Ryans - Springfield, MO                      2501 South Campbell Avenue
      8.081   Fire Mountain - Calhoun, GA                  422 West Belmont Drive
      8.082   Fire Mountain - North Little Rock, AR        4000 Springhill Plaza Court
      8.083   Ryans - Oak Ridge, TN                        401 South Tulane Avenue
      8.084   Fire Mountain - Foley, AL                    2301 South Mckenzie Street
      8.085   Ryans - Hot Springs, AR                      4538 Central Avenue
      8.086   Ryans - Johnstown, PA                        420 Galleria Drive
      8.087   Ryans - Seneca, SC                           1616 Sandifer Road
      8.088   Ryans - Greenville, SC                       1255 Woodruff Road
      8.089   Ryans - Marietta, OH                         823 Pike Street
       8.09   Ryans - Orangeburg, SC                       2580 North Road
      8.091   Ryans - Lafayette, LA                        3253 Ambassador Caffery
      8.092   Fire Mountain - Fort Smith, AR               3600 Massard Road
      8.093   Ryans - Cincinnati, OH                       4450 Ryans Way
      8.094   Ryans - Akron, OH                            2863 Arlington Road
      8.095   Ryans - Gastonia, NC                         2900 East Franklin Boulevard
      8.096   Fire Mountain - Concord, NC                  8601 Concord Mills Boulevard
      8.097   Ryans - Elizabethtown, KY                    1034 Executive Drive
      8.098   Fire Mountain - Clarksville, TN              2702 Wilma Rudolph Boulevard
      8.099   Ryans - Corydon, IN                          2230 Edsel Lane NW
        8.1   Ryans - Jonesboro, AR                        2809 East Highland Drive
      8.101   Ryans - Morristown, TN                       203 North Davy Crockett Parkway
      8.102   Ryans - Simpsonville, SC                     3940 Grandview Drive
      8.103   Ryans - Sevierville, TN                      502 Winfield Dunn Parkway
      8.104   Ryans - Cookeville, TN                       791 South Jefferson Avenue
      8.105   Fire Mountain - Columbia, SC                 7550 Garner's Ferry Road
      8.106   Fire Mountain - Mansfield, OH                994 North Lexington Springmill Road
      8.107   Ryans - Tyler, TX                            5626 South Broadway Avenue
      8.108   Ryans - Millington, TN                       8165 U.S. Highway 51 North
      8.109   Fire Mountain - Winston-Salem, NC            333 Summit Square Court
       8.11   Ryans - Tupelo, MS                           3990 Gloster
      8.111   Ryans - Cleveland, TN                        138 Paul Huff Parkway NW
      8.112   Ryans - Indianapolis, IN                     8180 U.S. Route 31 South
      8.113   Ryans - Danville, IL                         4117 North Vermilion
      8.114   Ryans - Slidell, LA                          1100 Robert Road
      8.115   Ryans - Clarksburg, WV                       519 Emily Drive
      8.116   Ryans - Charleston, WV                       103 R H L Boulevard
      8.117   Ryans - Hagerstown, MD                       17830 Garland Groh Boulevard
      8.118   Home Town Buffet - Burbank, CA               1850 Empire Avenue
      8.119   Ryans - Summerville, SC                      1314 North Main Street
       8.12   Fire Mountain - Beaver Falls, PA             400 Chippewa Town Center
      8.121   Fire Mountain - Mechanicsburg, PA            6476 Carlisle Pike
      8.122   Home Town Buffet - Canoga Park, CA           6705 North Fallbrook Avenue
      8.123   Ryans - Searcy, AR                           3608 East Race Avenue
      8.124   Ryans - West Plains, MO                      1321 Preacher Roe Boulevard
      8.125   Home Town Buffet - Lynwood, CA               3102 East Imperial Highway
      8.126   Ryans - Lexington, SC                        5579 Sunset Boulevard
      8.127   Home Town Buffet - Fresno, CA                3617 West Shaw Avenue
      8.128   Old Country Buffet - Union Gap, WA           2513 Main Street
      8.129   Old Country Buffet - Fairness Hills , PA     650 Commerce Boulevard
       8.13   Ryans - Tuscaloosa, AL                       4373 Courtney Drive
          9   Timberlake and Glades Apartments Portfolio   Various
      9.001   Timberlake Apartments                        686 Jamestown Boulevard
      9.002   The Glades Apartments                        651 Glades Circle
         10   Addison Corporate Center                     175 Addison Road
         11   Intergraph Corporate Campus                  170 Graphics Drive
         12   DHL Perimeter Center Building                8667 & 8701 East Hartford Drive
         13   San Lagos at Arrowhead Highlands             5901 West Behrend Drive
         14   Quality King - Ronkonkoma Portfolio          Various
     14.001   2060 Ninth Avenue                            2060 Ninth Avenue
     14.002   201 Comac Street                             201 Comac Street
     14.003   2145 Ninth Avenue                            2145 Ninth Avenue
         15   International Plaza                          7900 International Drive
         16   Carefree Pebble                              1450 East Pebble Road
         17   Seattle SpringHill Suites                    1800 Yale Avenue
         18   900 Circle 75 Parkway                        900 Circle 75 Parkway SE
         19   Pheasant Run Resort                          4051 East Main Street
         20   Physicians Medical Center of Dallas          7115 Greenville Avenue
         21   Glenview Corporate Center                    3050, 3220 & 3260 Tillman Drive
         22   Valley View Portfolio                        Various
     22.001   Carefree Valley View                         1600 South Valley View Road
     22.002   Carefree Valley View - Full Service          1600 South Valley View Boulevard
         23   Rio Grande Plaza Homewood Suites             423 West 300 South
         24   Blue Harbor Apartments                       3380 Swenson Street
         25   Greenwich Atrium                             75 Holly Hill Lane
         26   El Dorado Pointe Apartments                  12159 Calle Sombra Avenue
         27   The Crossings at Paso Robles II              2005 - 2307 Theatre Drive
         28   North Bay Village                            26381 S. Tamiami Trail
         29   Craig Promenade                              775 & 785 West
         30   Carefree Spring Valley                       3925 South Jones Boulevard
         31   Preferred Freezer                            45 Campanelli Drive
         32   Monterey Oaks Corporate Park                 5700 South Mopac Expressway
         33   Forest Hills Medical Office Building         96-10 Metropolitan Avenue
         34   Manoa Marketplace                            2851 E. Manoa Road and 2750-2764 Woodlawn Drive
         35   INS I & II                                   1709 Zoy Street & 1717 Zoy Street
         36   Mountain Shadow Apartments                   1352 West 5th Street
         37   Evergreen Marketplace                        3307 Evergreen Way
         38   Westgate San Antonio                         5280-5282 Medical Drive
         39   Four Points by Sheraton                      99 Erdman Way
         40   The Exchange at Lubbock                      210 North Winston Avenue
         41   Research Park Office Portfolio               1901 & 2001 South First Street
         42   Royal Oaks Apartments                        7475 Glenmont Drive
         43   Arbutus Shopping Plaza                       1054 Maiden Choice Lane
         44   DTR12 - Gateway 101 Building                 8711 East Hartford Drive
         45   Auburn Distribution Center                   28 Millbury Street
         46   Springs Industries Portfolio 2               Various
     46.001   Springs Industries Fort Mill EO              205 North White Street
     46.002   Springs Industries Fort Mill CDC             123 North White Street
     46.003   Springs Industries Lancaster                 136 Grace Avenue
         47   Twin Lakes                                   777 N.W. 155th Lane
         48   One Pacific Place                            1125 South 103rd Street
         49   Kandi Mall                                   1605 South First Street
         50   Florence Square                              111-191 Cox Creek Parkway
         51   Sehome Village                               220-404 36th Street
         52   Ronler Corporate Center                      23215, 23225, 23235, 23245 Northwest Evergreen Parkway
         54   Nassau Bay I & II Portfolio                  Various
     54.001   Doctor's Center                              18100 St. John Drive
     54.002   Space Park                                   2060 Space Park Drive
         55   Riviera Senior Living                        1825 Ridgewood Avenue
         56   Dover Farms                                  8290 Royalton Road
         57   Triad Center I                               7666 East 61st Street
         58   Willow's Lodge                               14580 Northeast 145th Street
         59   Market Center                                1322-1380 17th Street / 1624-1660 Market Street
         60   Southlake Medical I                          1545 East Southlake Boulevard
         61   The Centre at Riverchase                     1694 Montgomery Highway
         62   Residence Inn Saratoga                       295 Excelsior Avenue
         63   Vistas at Lake Worth                         6303 Shady Oaks Manor Drive
         64   Scotts Village Shopping Center               227-265 Mt. Hermon Road
         65   Pomona Ranch Plaza                           50, 58 & 68 Rio Rancho Road
         66   Highland Pavilion                            6700 Middle Fiskville Road
         67   Casper Retail                                4120 East 2nd Street
         68   670 Sixth Avenue                             670 Sixth Avenue
         69   Wesco Self Storage                           19106 Normandie Avenue
         70   Tree Trail Village                           1250 Tech Drive
         71   Idaho Urologic Institute                     2855 East Magic View Drive
         72   Columbus Multifamily Portfolio               Various
     72.001   Greystone at Green Island Oaks               6201 River Road
     72.002   Greystone at Maple Ridge                     7777 Schomburg Road
         73   Midway Plaza                                 12909 Midway Road and 2707 Stemmons Freeway
         74   Five Forks Corners                           4045 Five Forks Trickum Road
         75   The Plaza at Avery Ranch                     14900 Avery Ranch Boulevard
         76   The Overland Park Village Apartments         10230 Grandview Street
         77   Village Medical Park                         1702-1773 Village Park Drive
         78   Spyglass Hill Apartments                     14305 SW Sexton Mountain Drive
         79   Young's Bay Plaza                            107-161 South Highway 101
         80   Youngstown Shopping Center                   1411 East Tenth Street
         81   Riverdale Crossing                           7520-7587 Highway 85
         82   JC Penney Outlet Store                       9495 West 75th Street
         83   The Carnival Flea Market                     5238 West Atlantic Avenue
         84   Regency Towers                               1600 Lehigh Parkway East
         85   Airport Office Center                        6505 Airport Boulevard
         86   Town Center at Timber Springs                401 S. Avalon Park Boulevard
         87   Sharpstown Garden Apartments                 7575 Bissonnet
         88   International Paper Distribution -
              Marianna, FL                                 2490 Commerce Drive
         89   Newport Superior Medical Bldg                1501 Superior Avenue
         90   Opus Pine Center                             5751 & 5771 Pine Avenue
         91   New Stanton Technology Park                  One Westinghouse Drive
         92   The Pointe Office Building                   5521 West Lincoln Highway
         93   Palm Gardens                                 5500 Washington Street
         94   University Plaza                             6001-6095 North University Drive
         95   1429 Walnut Street                           1429 Walnut Street
         96   International Paper - Kentwood, MI           4140 East Paris Avenue SE
         97   Storage Express - Lancaster, CA              2103 West Avenue J
         98   Eastern Commons                              10585 & 10575 S. Eastern Avenue
         99   Forest Square at Carolina Forest             NE Corner of Highway 501 and Carolina Forest Boulevard
        100   Cerritos Nissan                              18707 Studebaker Road
        101   HCA-SunTrust                                 21260 Olean Boulevard
        102   San Mateo                                    4300 San Mateo Boulevard NE
        103   USA Managed Care Building                    7301 North 16th Street
        104   StorQuest Self Storage - Oxnard, CA          1781 Jones Way
        105   Best Western - Philadelphia, PA              235 Chestnut Street
        106   Walgreens - Wellington, FL                   10420 Forest Hills Boulevard
        107   Siena Canyon Square                          9360 W. Tropicana Avenue
        108   Concord Town Center Portfolio                Various
    108.001   Concord Town Center                          W3192 County Road KK
    108.002   Anchor Bank                                  N64 W35968 Silver Spring Road
        109   Willow Grove - Extra Space Self Storage      72 York Road
        110   Holiday Inn Express - Griffin, GA            1900 North Expressway
        111   A-Cool Self Storage                          3310 Demetropolis Road
        112   Linens 'N Things                             5880 West 88th Avenue
        113   Fieldcrest III Apartments                    31 Trillium Circle
        114   Lumberton On The Lake                        187 South LHS Drive
        115   CVS - Mobile, AL                             3932 Cottage Hill Road
        116   Haverty's Square Retail Center               6701 & 6711 Glenwood Avenue
        117   Storage America Center                       560 Bank Street
        118   SVN Multi-Tenant Office Building             6160 South Syracuse Way
        119   San Bernardino County Building               2050 Massachusetts Avenue
        120   Harbor Towers                                One New Haven Avenue
        121   Southgate Shopping Center                    14255-14275 Eureka Road
        122   Portsmouth Business Center                   300 & 400 PortCentre Parkway
        123   Mission Towers                               27209-27225 Camp Plenty Road
        124   The Fountains                                300-324 W. Edmond Road, 401-441 S. Fretz Avenue
        125   CVS - Baton Rouge, LA                        11705 Coursey Boulevard
        126   Value City Furniture                         4771 South 27th Street
        127   5405 Data Court                              5405 Data Court
        128   The Capital Center                           99 Pine Street
        129   181 Freeman Avenue                           181 Freeman Avenue
        130   Alice G. Smith Retail Portfolio              Various
    130.001   Texas Tech Plaza                             801 - 803 University Avenue
    130.002   Charter One Plaza                            10460 North Michigan Road
        131   Fieldcrest I Apartments                      31 Trillium Circle
        132   Advance Auto Stores - Biltmore Portfolio     Various
    132.001   Advance Auto - Fayetteville, NC              7790 South Raeford Road
    132.002   Advance Auto - Henderson, NC                 400 Prosperity Drive
    132.003   Advance Auto - Wake Forest, NC               2117 South Main Street
    132.004   Advance Auto - Kinston, NC                   301 West Vernon Avenue
        133   Walgreens - Harvey, LA                       1544 Manhattan Boulevard
        134   Walgreens - Penn Hills, PA                   6201 Leechburg Road
        135   Homestead Shopping Center                    9520-9566 Homestead Road
        136   Food 4 Less - Beaumont, CA                   1691 East 6th Street
        137   Evanston Heights                             830, 832, 834, 840, & 842 21st Avenue S.E.
        138   90 Crossways Park West                       90 Crossways Park West
        139   350 Long Beach                               350 Long Beach Boulevard
        140   The Shoppes on Shugart Shopping Center       785 Shugart Road
        141   Fieldcrest II Apartments                     31 Trillium Circle
        142   CVS - Chandler, AZ                           1015 East Ray Road
        143   Park Lane Shopping Center                    507 and 600-620 Park Lane
        144   828 Fullerton                                828 West Fullerton Avenue
        145   Fox Flex Building                            2205 Enterprise Drive
        146   Goettens Grove Phase II Plus Townhomes       1500 Oak Grove Road Southwest,
        147   The Shoppes at Horizon Park                  683 Horizon Drive
        148   Magna Donnelly Corporation                   5085 Kraft Avenue SE
        149   Rothwood Apartments                          600 Rothwood Avenue
        150   Amarillo Land Leases                         8006, 8300 and 8310 West Interstate 40
        151   400 Cox Road                                 400 Cox Road
        152   St. Anthony Village                          2702-2720 Highway 88
        153   Woodland Crossing Shopping Center            7101-7115 South Memorial Drive
        154   Days Inn - Shoreline, WA                     19527 Aurora Avenue North
        155   5396 School Road                             5396 School Road
        156   Cumberland Plaza                             1339 and 1405 Smithville Highway
        157   Walnut Park Shopping Center                  4413, 4419 & 4425 Walnut Street; 522 & 530 Plano Road
        158   Dollar General - Crossville, TN              1259 Miller Avenue
        159   Wenatchee Manorhouse Apartments              801 Idaho Street
        160   Kmart - Sumter, SC                           1143 Broad Street
        161   Dollar General - Ardmore, TN                 26119 Main Street
        162   Fred's and Tractor Supply                    2401 South Highway 36
        163   Allegro Office Park                          933 Studewood
        164   Plaza Aldine Shopping Center                 12815 Aldine-Westfield Road
        165   Atwood Plaza                                 730 East Charles Page Boulevard
        166   Advance Auto - Columbia Heights, MN          4545 Central Street
        167   Advance Auto - Fergus Falls, MN              1845 W. Lincoln Avenue


<CAPTION>
                                                                                                               Remaining
Mortgage                                                         Cut-Off Date       Monthly P&I    Mortgage    Term to Maturity
Loan Number   City                          State     Zip Code   Loan Balance ($)   Payments ($)   Rate        or ARD (mos)
-----------   ---------------------------   -------   --------   ----------------   ------------   ---------   ----------------
<S>           <C>                           <C>       <C>        <C>                <C>            <C>         <C>
          1   Honolulu                      HI           96814      200,000,000              IO     5.60275%            57
      1.001   Honolulu                      HI           96814
      1.002   Honolulu                      HI           96814
      1.003   Honolulu                      HI           96814
      1.004   Honolulu                      HI           96814
          2   Rolling Meadows               IL           60008      115,000,000              IO     5.86400%           120
          3   Various                       Various    Various      100,000,000              IO     5.84200%           119
      3.001   Queenstown                    MD           21658
      3.002   Pismo Beach                   CA           93449
          4   Various                       Various    Various       85,994,625         551,176     6.58750%           114
      4.001   Omaha                         NE           68138
      4.002   Green Bay                     WI           54304
      4.003   De Pere                       WI           54115
      4.004   Ashwaubenon                   WI           54304
      4.005   Redding                       CA           96003
      4.006   Coeur D'Alene                 ID           83814
      4.007   Boise                         ID           83716
      4.008   Duluth                        MN           55811
      4.009   Saint Cloud                   MN           56301
       4.01   Madison                       WI           53717
      4.011   Appleton                      WI           54914
      4.012   Madison                       WI           53704
      4.013   Mankato                       MN           56001
      4.014   Rochester                     MN           55904
      4.015   Rochester                     MN           55906
      4.016   Quincy                        IL           62301
      4.017   Green Bay                     WI           54302
      4.018   Kennewick                     WA           99336
      4.019   Omaha                         NE           68144
       4.02   Omaha                         NE           68134
      4.021   Fond du Lac                   WI           54935
      4.022   Marquette                     MI           49855
      4.023   Sioux Falls                   SD           57105
      4.024   Rapid City                    SD           57701
      4.025   Neenah                        WI           54956
      4.026   Eau Claire                    WI           54701
      4.027   Wisconsin Rapids              WI           54494
      4.028   Missoula                      MT           59801
      4.029   Oshkosh                       WI           54902
       4.03   Kimberly                      WI           54136
      4.031   Spokane                       WA           99218
      4.032   Racine                        WI           53406
      4.033   Spokane                       WA           99223
      4.034   Marshfield                    WI           54449
      4.035   Janesville                    WI           53545
      4.036   Austin                        MN           55912
      4.037   Saint Cloud                   MN           56304
      4.038   Belvidere                     IL           61008
      4.039   Monona                        WI           53713
       4.04   Grand Island                  NE           68803
      4.041   Kenosha                       WI           53144
      4.042   Billings                      MT           59102
      4.043   Watertown                     WI           53094
      4.044   Jacksonville                  IL           62650
      4.045   Lincoln                       NE           68502
      4.046   West Bend                     WI           53095
      4.047   Menasha                       WI           54952
      4.048   Beloit                        WI           53511
      4.049   Onalaska                      WI           54650
       4.05   Madison                       WI           53704
      4.051   Sheboygan                     WI           53081
      4.052   West Jordan                   UT           84088
      4.053   Salt Lake City                UT           84106
      4.054   Winona                        MN           55987
      4.055   Yakima                        WA           98908
      4.056   Mitchell                      SD           57301
      4.057   Grafton                       WI           53024
      4.058   La Crosse                     WI           54601
      4.059   Marshall                      MN           56258
       4.06   Chippewa Falls                WI           54729
      4.061   De Pere                       WI           54115
      4.062   Manitowoc                     WI           54220
      4.063   Watertown                     SD           57201
      4.064   Rothschild                    WI           54474
      4.065   Stevens Point                 WI           54481
      4.066   Hutchinson                    MN           55350
      4.067   West Bountiful                UT           84010
      4.068   Aberdeen                      SD           57401
      4.069   Great Falls                   MT           59404
       4.07   Helena                        MT           59602
      4.071   Pullman                       WA           99163
      4.072   Kingsford                     MI           49802
      4.073   Riverdale                     UT           84405
      4.074   Mason City                    IA           50401
      4.075   Layton                        UT           84041
      4.076   Boise                         ID           83706
      4.077   West Valley City              UT           84120
      4.078   Fairmont                      MN           56031
      4.079   Delavan                       WI           53115
       4.08   Bellevue                      NE           68005
      4.081   Ogden                         UT           84404
      4.082   River Falls                   WI           54022
      4.083   Monroe                        WI           53566
      4.084   Albert Lea                    MN           56007
      4.085   Norfolk                       NE           68701
      4.086   North Platte                  NE           69101
      4.087   Escanaba                      MI           49829
      4.088   Worthington                   MN           56187
      4.089   Nampa                         ID           83651
       4.09   Houghton                      MI           49931
      4.091   Marinette                     WI           54143
      4.092   Provo                         UT           84604
      4.093   Twin Falls                    ID           83301
      4.094   Rice Lake                     WI           54868
      4.095   Chubbuck                      ID           83202
      4.096   Idaho Falls                   ID           83404
      4.097   Dixon                         IL           61021
      4.098   Walla Walla                   WA           99362
      4.099   Union Gap                     WA           98903
        4.1   Freeport                      IL           61032
      4.101   Spanish Fork                  UT           84660
      4.102   Logan                         UT           84341
      4.103   Brigham City                  UT           84302
      4.104   Fort Atkinson                 WI           53538
      4.105   Lewiston                      ID           83501
      4.106   Ledgeview                     WI           54115
      4.107   Howard                        WI           54313
      4.108   Monmouth                      IL           61462
      4.109   De Pere                       WI           54115
       4.11   Spokane Valley                WA           99216
      4.111   Burlington                    IA           52601
      4.112   Port Washington               WI           53074
          5   Chicago                       IL           60606       85,400,000         543,724     6.57000%           116
          6   Los Angeles                   CA           90028       69,929,646         417,438     5.95000%           119
          7   Cincinnati                    OH           45202       65,000,000         393,561     6.09200%           119
          8   Various                       Various    Various       61,985,000         371,831     6.00500%           119
      8.001   Picayune                      MS           39466
      8.002   Crestview                     FL           32536
      8.003   Fayetteville                  NC           28303
      8.004   Bowling Green                 KY           42104
      8.005   Pensacola                     FL           32534
      8.006   Macon                         GA           31206
      8.007   Conroe                        TX           77304
      8.008   Columbus                      GA           31904
      8.009   Beckley                       WV           25801
       8.01   Aiken                         SC           29803
      8.011   Pearl                         MS           39208
      8.012   Asheville                     NC           28806
      8.013   Beaumont                      TX           77706
      8.014   Albany                        GA           31707
      8.015   Coon Rapids                   MN           55448
      8.016   Surfside Beach                SC           29575
      8.017   Montgomery                    AL           36117
      8.018   North Charleston              SC           29406
      8.019   Flowood                       MS           39232
       8.02   Hanover                       PA           17331
      8.021   Princeton                     WV           24740
      8.022   Hermitage                     TN           37076
      8.023   Martinez                      GA           30907
      8.024   Columbia                      SC           29212
      8.025   Columbia                      SC           29223
      8.026   Decatur                       AL           35603
      8.027   Greer                         SC           29650
      8.028   Athens                        GA           30606
      8.029   Burleson                      TX           76028
       8.03   Charleston                    SC           29407
      8.031   Martinsburg                   WV           25401
      8.032   Commerce                      GA           30529
      8.033   Horn Lake                     MS           38637
      8.034   Fredericksburg                VA           22401
      8.035   North Augusta                 SC           29841
      8.036   Anderson                      SC           29621
      8.037   Mobile                        AL           36619
      8.038   Alcoa                         TN           37701
      8.039   Texas City                    TX           77591
       8.04   Hixson                        TN           37343
      8.041   Denham Springs                LA           70726
      8.042   Dawsonville                   GA           30534
      8.043   Murfreesboro                  TN           37129
      8.044   Jasper                        AL           35501
      8.045   Florence                      AL           35630
      8.046   North Myrtle Beach            SC           29582
      8.047   Bossier City                  LA           71111
      8.048   Canton                        GA           30114
      8.049   Owensboro                     KY           42301
       8.05   Rome                          GA           30165
      8.051   Lake Charles                  LA           70605
      8.052   Hickory                       NC           28602
      8.053   Cartersville                  GA           30120
      8.054   Crossville                    TN           38555
      8.055   Carrollton                    GA           30116
      8.056   Pace                          FL           32571
      8.057   Christiansburg                VA           24073
      8.058   Prattville                    AL           36066
      8.059   Lexington                     KY           40509
       8.06   Paducah                       KY           42001
      8.061   Spanish Fort                  AL           36527
      8.062   Lake Jackson                  TX           77566
      8.063   Hiram                         GA           30141
      8.064   Greenville                    SC           29611
      8.065   Auburn                        IN           46706
      8.066   Seymour                       IN           47274
      8.067   Springfield                   MO           65803
      8.068   Cullman                       AL           35055
      8.069   Spartanburg                   SC           29301
       8.07   West Columbia                 SC           29169
      8.071   Dothan                        AL           36301
      8.072   Easley                        SC           29640
      8.073   Gardendale                    AL           35071
      8.074   Joplin                        MO           64801
      8.075   Greenwood                     SC           29649
      8.076   Conway                        SC           29526
      8.077   Chambersburg                  PA           17201
      8.078   Lumberton                     NC           28358
      8.079   Griffin                       GA           30223
       8.08   Springfield                   MO           65807
      8.081   Calhoun                       GA           30701
      8.082   North Little Rock             AR           72117
      8.083   Oak Ridge                     TN           37830
      8.084   Foley                         AL           36535
      8.085   Hot Springs                   AR           71913
      8.086   Johnstown                     PA           15904
      8.087   Seneca                        SC           29678
      8.088   Greenville                    SC           29607
      8.089   Marietta                      OH           45750
       8.09   Orangeburg                    SC           29118
      8.091   Lafayette                     LA           70506
      8.092   Fort Smith                    AR           72903
      8.093   Cincinnati                    OH           45245
      8.094   Akron                         OH           44312
      8.095   Gastonia                      NC           28056
      8.096   Concord                       NC           28027
      8.097   Elizabethtown                 KY           42701
      8.098   Clarksville                   TN           37040
      8.099   Corydon                       IN           47112
        8.1   Jonesboro                     AR           72401
      8.101   Morristown                    TN           37814
      8.102   Simpsonville                  SC           29680
      8.103   Sevierville                   TN           37876
      8.104   Cookeville                    TN           38501
      8.105   Columbia                      SC           29209
      8.106   Mansfield                     OH           44906
      8.107   Tyler                         TX           75703
      8.108   Millington                    TN           38053
      8.109   Winston-Salem                 NC           27105
       8.11   Tupelo                        MS           38804
      8.111   Cleveland                     TN           37312
      8.112   Indianapolis                  IN           46227
      8.113   Danville                      IL           61834
      8.114   Slidell                       LA           70458
      8.115   Clarksburg                    WV           26301
      8.116   Charleston                    WV           25325
      8.117   Hagerstown                    MD           21740
      8.118   Burbank                       CA           91504
      8.119   Summerville                   SC           29483
       8.12   Beaver Falls                  PA           15010
      8.121   Mechanicsburg                 PA           17050
      8.122   Canoga Park                   CA           91307
      8.123   Searcy                        AR           72143
      8.124   West Plains                   MO           65775
      8.125   Lynwood                       CA           90262
      8.126   Lexington                     SC           29072
      8.127   Fresno                        CA           93711
      8.128   Union Gap                     WA           98903
      8.129   Fairness Hills                PA           19030
       8.13   Tuscaloosa                    AL           35405
          9   Altamonte Springs             FL           32714       54,000,000              IO     5.64400%            59
      9.001   Altamonte Springs             FL           32714
      9.002   Altamonte Springs             FL           32714
         10   Windsor                       CT           06095       53,110,720         316,380     5.94000%           119
         11   Madison                       AL           35758       45,000,000         271,391     6.05500%            84
         12   Scottsdale                    AZ           85255       44,000,000         260,980     5.90000%           119
         13   Glendale                      AZ           85308       40,000,000              IO     5.71000%           118
         14   Ronkonkoma                    NY           11779       37,402,955         235,154     6.42400%           117
     14.001   Ronkonkoma                    NY           11779
     14.002   Ronkonkoma                    NY           11779
     14.003   Ronkonkoma                    NY           11779
         15   Bloomington                   MN           55425       36,000,000              IO     5.88000%           118
         16   Las Vegas                     NV           89123       34,444,000              IO     6.35000%            56
         17   Seattle                       WA           98101       32,500,000         203,183     6.39500%           119
         18   Atlanta                       GA           30339       31,200,000         194,199     6.35300%           175
         19   St. Charles                   IL           60174       29,000,000         169,992     5.79100%           120
         20   Dallas                        TX           75231       28,450,000              IO     5.79800%           120
         21   Bensalem                      PA           19020       28,000,000         168,324     6.02500%           120
         22   Las Vegas                     NV           89102       27,594,000              IO     6.35000%            56
     22.001   Las Vegas                     NV           89102
     22.002   Las Vegas                     NV           89102
         23   Salt Lake City                UT           84101       26,500,000         162,304     6.20000%           118
         24   Las Vegas                     NV           89169       26,000,000              IO     6.17000%            59
         25   Greenwich                     CT           06830       26,000,000              IO     5.45000%            58
         26   Moreno Valley                 CA           92557       25,900,000              IO     6.13100%            59
         27   Paso Robles                   CA           93446       25,000,000              IO     5.92000%           119
         28   Bonita Springs                FL           34134       23,500,000         141,408     6.03400%           118
         29   North Las Vegas               NV           89032       22,800,000         133,853     6.25000%           120
         30   Las Vegas                     NV           89103       22,715,000              IO     6.35000%            56
         31   Westfield                     MA           01085       20,240,000         125,782     6.33800%           120
         32   Austin                        TX           78749       20,200,000         123,195     6.16000%           116
         33   Forest Hills                  NY           11375       20,000,000         115,574     5.66000%           120
         34   Honolulu                      HI           96822       19,958,321         150,812     6.54800%           146
         35   Harlingen                     TX           78550       19,845,827         123,043     6.26600%           114
         36   Ontario                       CA           91762       19,320,000         110,949     6.06070%           116
         37   Washougal                     WA           98671       19,000,000              IO     5.75500%           119
         38   San Antonio                   TX           78229       18,400,000              IO     5.87800%           120
         39   Leominster                    MA           01453       16,725,000         102,435     6.20000%           118
         40   Lubbock                       TX           79416       16,510,000              IO     6.42000%           118
         41   Champaign                     IL           61820       16,400,000          97,789     5.94900%           117
         42   North Royalton                OH           44133       16,250,000          96,645     5.92500%           118
         43   Arbutus                       MD           21229       16,000,000              IO     5.85000%           119
         44   Scottsdale                    AZ           85255       16,000,000          94,902     5.90000%           119
         45   Auburn                        MA           01610       15,938,632          90,682     5.38000%           106
         46   Various                       SC         Various       15,657,773          91,913     5.75000%           114
     46.001   Fort Mill                     SC           29715
     46.002   Fort Mill                     SC           29715
     46.003   Lancaster                     SC           29720
         47   Miami Dade                    FL           33169       15,200,000          88,896     5.77000%           120
         48   Omaha                         NE           68124       14,950,000              IO     5.89000%           117
         49   Willmar                       MN           56201       14,800,000          92,652     6.40800%            57
         50   Florence                      AL           35630       14,500,000              IO     6.02000%            59
         51   Bellingham                    WA           98225       14,500,000          88,338     6.15000%           120
         52   Hillsboro                     OR           97124       14,325,000          87,179     6.14000%            56
         54   Nassau Bay                    TX           77058       14,000,000              IO     5.79800%           120
     54.001   Nassau Bay                    TX           77058
     54.002   Nassau Bay                    TX           77058
         55   Holly Hill                    FL           32117       13,000,000          80,043     6.25000%           119
         56   North Royalton                OH           44133       12,800,000          76,126     5.92500%           118
         57   Tulsa                         OK           74133       12,780,000          78,365     6.21100%           116
         58   Woodinville                   WA           98072       12,150,527          76,824     6.46400%           115
         59   Denver                        CO           80202       11,725,000          68,349     5.74000%           119
         60   Southlake                     TX           76092       11,680,000              IO     5.83800%           120
         61   Birmingham                    AL           35216       11,610,000              IO     6.02000%            59
         62   Saratoga Springs              NY           12866       11,500,000          72,834     6.28700%           120
         63   Fort Worth                    TX           76135       11,015,000          65,264     5.89000%           118
         64   Scotts Valley                 CA           95066       10,979,887          65,951     6.00000%           118
         65   Pomona                        CA           91766       10,600,000          62,663     6.31000%           118
         66   Austin                        TX           78752       10,489,141          61,609     5.80000%           119
         67   Casper                        WY           82609       10,171,567          64,911     5.87000%           118
         68   New York                      NY           10010       10,000,000          59,442     5.92000%           119
         69   Torrance                      CA           90502       10,000,000              IO     7.30500%            58
         70   Norcross                      GA           30093        9,960,000              IO     6.02000%            59
         71   Meridian                      ID           83642        9,731,771          57,831     5.90000%           118
         72   Columbus                      GA         Various        9,540,000          56,809     5.93660%           118
     72.001   Columbus                      GA           31904
     72.002   Columbus                      GA           31909
         73   Dallas                        TX           75244        9,364,078          71,017     6.66800%           238
         74   Lilburn                       GA           30047        9,325,000              IO     6.02000%            59
         75   Austin                        TX           78717        9,265,657          55,633     5.97900%           116
         76   Overland Park                 KS           66212        9,160,000          56,406     6.25100%           117
         77   Orangeburg                    SC           29118        8,975,000          55,319     6.26000%           116
         78   Beaverton                     OR           97008        8,500,000              IO     6.12000%           117
         79   Warrenton                     OR           97146        8,350,000              IO     5.82300%           119
         80   Jeffersonville                IN           47130        8,280,000          46,816     5.46200%           106
         81   Riverdale                     GA           30274        8,120,000              IO     6.02000%            59
         82   Overland Park                 KS           66204        8,100,000          48,824     6.05000%           117
         83   Delray Beach                  FL           33484        8,000,000          51,789     6.05000%            60
         84   Allentown                     PA           18103        7,935,906          46,197     5.65350%           112
         85   Austin                        TX           78752        7,800,000          45,123     5.67000%           119
         86   Orlando                       FL           32828        7,767,500              IO     5.86000%           118
         87   Houston                       TX           77074        7,650,000          45,972     6.02170%           118
         88   Marianna                      FL           32448        7,600,000              IO     6.16000%            56
         89   Newport Beach                 CA           92663        7,500,000          44,649     5.93400%           118
         90   Chino Hills                   CA           91709        7,500,000          41,662     5.78000%           119
         91   New Stanton                   PA           15672        7,433,821          43,625     5.72000%           111
         92   Schererville                  IN           46307        7,250,000          43,747     6.06000%           118
         93   Hollywood                     FL           33021        6,800,000          40,029     5.83000%           119
         94   Tamarac                       FL           33321        6,800,000          41,296     6.12000%           120
         95   Philadelphia                  PA           19102        6,400,000          38,668     6.07200%           118
         96   Kentwood                      MI           49512        6,300,000          37,841     6.01700%           119
         97   Lancaster                     CA           93536        6,000,000          36,955     6.25300%           115
         98   Henderson                     NV           89052        5,679,581          34,597     6.11500%           116
         99   Myrtle Beach                  SC           29579        5,591,882          35,978     5.97000%           119
        100   Cerritos                      CA           90703        5,500,000              IO     5.82000%           119
        101   Port Charlotte                FL           33952        5,500,000          32,587     5.89000%           118
        102   Albuquerque                   NM           87110        5,500,000          33,661     6.19300%           120
        103   Phoenix                       AZ           85020        5,500,000          32,975     6.00000%           119
        104   Oxnard                        CA           93033        5,250,000              IO     6.15000%            60
        105   Philadelphia                  PA           19106        5,194,987          31,737     6.16700%           119
        106   Wellington                    FL           33414        5,000,000          28,389     5.50000%           120
        107   Las Vegas                     NV           89147        4,900,000          29,741     6.11500%           115
        108   Various                       WI        Various         4,850,000          28,553     5.83100%           120
    108.001   Town of Buchanan (Appleton)   WI           54915
    108.002   Sussex                        WI           53089
        109   Willow Grove                  PA           19090        4,800,000              IO     5.71200%            60
        110   Griffin                       GA           30223        4,718,531          31,433     6.34000%           119
        111   Mobile                        AL           36693        4,492,009          27,357     6.13000%           118
        112   Westminster                   CO           80031        4,355,000          26,928     6.29000%           115
        113   Dothan                        AL           36301        4,315,000          25,668     5.92700%           120
        114   Lumberton                     TX           77657        4,300,000          24,685     5.60000%           120
        115   Mobile                        AL           36609        4,277,000              IO     5.23000%           113
        116   Raleigh                       NC           27612        4,230,000          25,576     6.07900%           116
        117   Waterbury                     CT           06708        4,200,000              IO     5.87100%            60
        118   Greenwood Village             CO           80111        4,200,000          24,858     5.88000%           119
        119   San Bernardino                CA           92405        4,195,914          25,506     6.12000%           119
        120   Milford                       CT           06460        4,100,000          24,345     5.91000%           120
        121   Southgate                     MI           48195        4,000,000          24,942     6.37000%           115
        122   Portsmouth                    VA           23704        3,992,768          24,111     6.05000%           118
        123   Santa Clarita                 CA           91340        3,983,686          25,125     6.44000%           115
        124   Edmond                        OK           73003        3,940,000          23,846     6.08800%           120
        125   Baton Rouge                   LA           70816        3,933,000              IO     5.33000%           116
        126   Greenfield                    WI           53221        3,825,000          22,771     5.93400%           119
        127   Ann Arbor                     MI           48108        3,700,000          22,685     6.21000%           117
        128   Albany                        NY           12207        3,675,000          22,389     6.15000%            60
        129   Islip                         NY           11751        3,618,000          21,425     5.88500%           120
        130   Various                       Various    Various        3,600,000          22,495     6.39000%           118
    130.001   Lubbock                       TX           79401
    130.002   Carmel                        IN           46032
        131   Dothan                        AL           36301        3,600,000          21,415     5.92700%           120
        132   Various                       NC         Various        3,547,290          23,791     6.35900%           115
    132.001   Fayetteville                  NC           28304
    132.002   Henderson                     NC           27536
    132.003   Wake Forest                   NC           27587
    132.004   Kinston                       NC           28501
        133   Harvey                        LA           70058        3,543,000              IO     5.33000%           113
        134   Penn Hills                    PA           15235        3,467,000              IO     5.28000%           116
        135   Houston                       TX           77016        3,466,107          23,021     6.28000%           117
        136   Beaumont                      CA           92223        3,443,649          20,618     5.97000%           118
        137   Rochester                     MN           55904        3,400,000          21,782     5.94000%           118
        138   Woodbury                      NY           11797        3,350,000          20,496     6.19000%           118
        139   Stratford                     CT           06615        3,300,000          18,223     5.25000%           102
        140   Dalton                        GA           30720        3,295,003          19,544     5.72000%           101
        141   Dothan                        AL           36301        3,240,000          19,274     5.92700%           120
        142   Chandler                      AZ           85225        3,206,000              IO     5.28000%           115
        143   Chillicothe                   MO           64601        3,200,000          19,514     6.15900%           119
        144   Chicago                       IL           60614        3,125,000          19,099     6.18000%           118
        145   Florence                      SC           29501        3,080,000          18,570     6.05250%           119
        146   St. Cloud                     MN           56301        2,994,624          18,160     6.09000%           118
        147   Grand Junction                CO           81506        2,800,000          16,715     5.96000%           119
        148   Grand Rapids                  MI           49512        2,744,972          16,488     6.00000%           118
        149   Madison                       TN           37115        2,700,000          16,584     6.22700%            56
        150   Amarillo                      TX           79106        2,697,307          16,171     5.99000%           119
        151   Gastonia                      NC           28054        2,694,878          18,015     5.73000%           119
        152   Saint Anthony                 MN           55418        2,650,000          15,880     5.99500%           120
        153   Tulsa                         OK           74133        2,510,000          14,918     5.91900%           120
        154   Shoreline                     WA           98133        2,288,777          15,761     6.66000%            56
        155   New Port Richey               FL           34652        2,250,000          13,523     6.02300%           118
        156   McMinnville                   TN           37110        2,237,787          13,488     6.04000%           119
        157   Garland                       TX           75042        2,096,979          13,556     6.02000%           119
        158   Crossville                    TN           38557        1,950,000              IO     5.75000%           114
        159   Wenatchee                     WA           98801        1,900,000          11,493     6.08300%           117
        160   Sumter                        SC           29150        1,856,139          11,702     5.53000%           105
        161   Ardmore                       TN           38449        1,804,000              IO     5.79000%           114
        162   Gatesville                    TX           76528        1,448,568           8,731     6.04000%           119
        163   Houston                       TX           77008        1,253,633           7,890     6.41000%           114
        164   Houston                       TX           77039        1,187,067           7,118     5.90000%           109
        165   Sand Springs                  OK           74063        1,100,000              IO     6.09200%           119
        166   Columbia Heights              MN           55421        1,038,000              IO     5.83000%           115
        167   Fergus Falls                  MN           56537          722,000              IO     5.83000%           115


<CAPTION>
                              Remaining
                              Amort
                              Term (Mos.)     Interest     Loan            Master
Mortgage      Maturity Date   for Balloon     Accrual      Administrative  Servicing                   Mortgage
Loan Number   or ARD          Mortgage Loan   Method       Cost Rate       Fee Rate     Ground Lease   Loan Seller   Originator
-----------   -------------   -------------   ----------   --------------  ----------   ------------   -----------   ----------
<S>           <C>             <C>             <C>          <C>             <C>          <C>            <C>           <C>
          1        09/01/11              IO   Actual/360         0.02080%    0.02000%   Various        CGM           CGM
      1.001                                                                             N
      1.002                                                                             N
      1.003                                                                             Y
      1.004                                                                             N
          2        12/01/16              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
          3        11/06/16              IO   Actual/360         0.02080%    0.02000%   N              CGM           CGM
      3.001                                                                             N
      3.002                                                                             N
          4        06/05/16             354   Actual/360         0.03080%    0.03000%   Various        CGM           CGM
      4.001                                                                             N
      4.002                                                                             N
      4.003                                                                             N
      4.004                                                                             N
      4.005                                                                             N
      4.006                                                                             N
      4.007                                                                             N
      4.008                                                                             N
      4.009                                                                             N
       4.01                                                                             N
      4.011                                                                             N
      4.012                                                                             N
      4.013                                                                             N
      4.014                                                                             N
      4.015                                                                             N
      4.016                                                                             N
      4.017                                                                             N
      4.018                                                                             N
      4.019                                                                             N
       4.02                                                                             N
      4.021                                                                             N
      4.022                                                                             N
      4.023                                                                             N
      4.024                                                                             N
      4.025                                                                             N
      4.026                                                                             N
      4.027                                                                             N
      4.028                                                                             N
      4.029                                                                             N
       4.03                                                                             N
      4.031                                                                             N
      4.032                                                                             N
      4.033                                                                             N
      4.034                                                                             N
      4.035                                                                             N
      4.036                                                                             N
      4.037                                                                             N
      4.038                                                                             N
      4.039                                                                             N
       4.04                                                                             N
      4.041                                                                             N
      4.042                                                                             N
      4.043                                                                             N
      4.044                                                                             N
      4.045                                                                             N
      4.046                                                                             N
      4.047                                                                             N
      4.048                                                                             N
      4.049                                                                             N
       4.05                                                                             N
      4.051                                                                             N
      4.052                                                                             N
      4.053                                                                             N
      4.054                                                                             N
      4.055                                                                             N
      4.056                                                                             N
      4.057                                                                             N
      4.058                                                                             N
      4.059                                                                             N
       4.06                                                                             N
      4.061                                                                             N
      4.062                                                                             N
      4.063                                                                             N
      4.064                                                                             N
      4.065                                                                             N
      4.066                                                                             N
      4.067                                                                             N
      4.068                                                                             N
      4.069                                                                             N
       4.07                                                                             N
      4.071                                                                             N
      4.072                                                                             N
      4.073                                                                             N
      4.074                                                                             N
      4.075                                                                             N
      4.076                                                                             N
      4.077                                                                             N
      4.078                                                                             N
      4.079                                                                             N
       4.08                                                                             N
      4.081                                                                             N
      4.082                                                                             N
      4.083                                                                             N
      4.084                                                                             N
      4.085                                                                             N
      4.086                                                                             N
      4.087                                                                             N
      4.088                                                                             N
      4.089                                                                             N
       4.09                                                                             N
      4.091                                                                             N
      4.092                                                                             N
      4.093                                                                             N
      4.094                                                                             N
      4.095                                                                             N
      4.096                                                                             N
      4.097                                                                             N
      4.098                                                                             N
      4.099                                                                             Y
        4.1                                                                             N
      4.101                                                                             N
      4.102                                                                             Y
      4.103                                                                             N
      4.104                                                                             N
      4.105                                                                             Y
      4.106                                                                             N
      4.107                                                                             N
      4.108                                                                             N
      4.109                                                                             N
       4.11                                                                             Y
      4.111                                                                             Y
      4.112                                                                             N
          5        08/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
          6        11/11/16             359   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
          7        11/11/16             360   Actual/360         0.02080%    0.02000%   Y              Wachovia      Wachovia
          8        11/01/16             360   Actual/360         0.02080%    0.02000%   Various        GACC          GACC
      8.001                                                                             N
      8.002                                                                             N
      8.003                                                                             N
      8.004                                                                             N
      8.005                                                                             N
      8.006                                                                             N
      8.007                                                                             N
      8.008                                                                             N
      8.009                                                                             N
       8.01                                                                             N
      8.011                                                                             N
      8.012                                                                             N
      8.013                                                                             N
      8.014                                                                             N
      8.015                                                                             N
      8.016                                                                             N
      8.017                                                                             N
      8.018                                                                             N
      8.019                                                                             N
       8.02                                                                             N
      8.021                                                                             N
      8.022                                                                             N
      8.023                                                                             N
      8.024                                                                             N
      8.025                                                                             N
      8.026                                                                             N
      8.027                                                                             N
      8.028                                                                             N
      8.029                                                                             N
       8.03                                                                             N
      8.031                                                                             N
      8.032                                                                             N
      8.033                                                                             N
      8.034                                                                             N
      8.035                                                                             N
      8.036                                                                             N
      8.037                                                                             N
      8.038                                                                             N
      8.039                                                                             N
       8.04                                                                             N
      8.041                                                                             N
      8.042                                                                             N
      8.043                                                                             N
      8.044                                                                             N
      8.045                                                                             N
      8.046                                                                             N
      8.047                                                                             N
      8.048                                                                             N
      8.049                                                                             N
       8.05                                                                             N
      8.051                                                                             N
      8.052                                                                             N
      8.053                                                                             N
      8.054                                                                             N
      8.055                                                                             N
      8.056                                                                             N
      8.057                                                                             N
      8.058                                                                             N
      8.059                                                                             N
       8.06                                                                             N
      8.061                                                                             N
      8.062                                                                             N
      8.063                                                                             N
      8.064                                                                             N
      8.065                                                                             N
      8.066                                                                             N
      8.067                                                                             N
      8.068                                                                             N
      8.069                                                                             N
       8.07                                                                             N
      8.071                                                                             N
      8.072                                                                             N
      8.073                                                                             N
      8.074                                                                             N
      8.075                                                                             N
      8.076                                                                             N
      8.077                                                                             N
      8.078                                                                             N
      8.079                                                                             N
       8.08                                                                             N
      8.081                                                                             N
      8.082                                                                             N
      8.083                                                                             N
      8.084                                                                             N
      8.085                                                                             N
      8.086                                                                             N
      8.087                                                                             N
      8.088                                                                             N
      8.089                                                                             N
       8.09                                                                             N
      8.091                                                                             N
      8.092                                                                             N
      8.093                                                                             N
      8.094                                                                             N
      8.095                                                                             N
      8.096                                                                             N
      8.097                                                                             N
      8.098                                                                             N
      8.099                                                                             N
        8.1                                                                             N
      8.101                                                                             N
      8.102                                                                             N
      8.103                                                                             N
      8.104                                                                             N
      8.105                                                                             N
      8.106                                                                             N
      8.107                                                                             N
      8.108                                                                             N
      8.109                                                                             N
       8.11                                                                             N
      8.111                                                                             N
      8.112                                                                             N
      8.113                                                                             N
      8.114                                                                             N
      8.115                                                                             Y
      8.116                                                                             Y
      8.117                                                                             Y
      8.118                                                                             Y
      8.119                                                                             Y
       8.12                                                                             Y
      8.121                                                                             Y
      8.122                                                                             Y
      8.123                                                                             Y
      8.124                                                                             Y
      8.125                                                                             Y
      8.126                                                                             Y
      8.127                                                                             Y
      8.128                                                                             Y
      8.129                                                                             Y
       8.13                                                                             Y
          9        11/05/11              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
      9.001                                                                             N
      9.002                                                                             N
         10        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         11        12/01/13             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         12        11/11/16             360   Actual/360         0.02080%    0.02000%   Y              Artesia       Artesia
         13        10/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         14        09/01/16             357   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
     14.001                                                                             N
     14.002                                                                             N
     14.003                                                                             N
         15        10/01/16              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         16        08/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         17        11/06/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         18        07/01/21             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         19        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         20        12/01/16              IO   Actual/360         0.03080%    0.03000%   Y              GACC          GACC
         21        12/01/16             360   Actual/360         0.03080%    0.03000%   N              GACC          GACC
         22        08/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
     22.001                                                                             N
     22.002                                                                             N
         23        10/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         24        11/11/11              IO   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         25        10/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         26        11/01/11              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         27        11/11/16              IO   Actual/360         0.02080%    0.02000%   Y              Wachovia      Wachovia
         28        10/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         29        12/11/16             420   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         30        08/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         31        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         32        08/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         33        12/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         34        02/01/19             239   Actual/360         0.03080%    0.03000%   Y              CWCapital     CWCapital
         35        06/01/16             354   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         36        08/11/16             420   Actual/360         0.04080%    0.04000%   N              CGM           CGM
         37        11/01/16              IO   Actual/360         0.08080%    0.08000%   N              CWCapital     CWCapital
         38        12/01/16              IO   Actual/360         0.03080%    0.03000%   N              GACC          GACC
         39        10/11/16             360   Actual/360         0.05080%    0.05000%   N              Wachovia      Wachovia
         40        10/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         41        09/01/16             360   Actual/360         0.03080%    0.03000%   Y              CWCapital     CWCapital
         42        10/11/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         43        11/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         44        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         45        10/11/15             346   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         46        06/11/16             354   Actual/360         0.06080%    0.06000%   N              CGM           CGM
     46.001                                                                             N
     46.002                                                                             N
     46.003                                                                             N
         47        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         48        09/11/16              IO   Actual/360         0.06080%    0.06000%   N              CGM           CGM
         49        09/01/11             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         50        11/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         51        12/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         52        08/01/11             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         54        12/01/16              IO   Actual/360         0.03080%    0.03000%   Y              GACC          GACC
     54.001                                                                             Y
     54.002                                                                             Y
         55        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         56        10/11/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         57        08/11/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         58        07/11/16             355   Actual/360         0.02080%    0.02000%   Y              CGM           CGM
         59        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         60        12/01/16              IO   Actual/360         0.03080%    0.03000%   Y              GACC          GACC
         61        11/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         62        12/01/16             336   Actual/360         0.03080%    0.03000%   N              GACC          GACC
         63        10/06/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         64        10/11/16             358   Actual/360         0.02080%    0.02000%   Y              Wachovia      Wachovia
         65        10/11/16             420   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         66        11/11/16             359   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         67        10/11/16             298   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         68        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         69        10/01/11              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         70        11/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         71        10/11/16             358   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         72        10/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
     72.001                                                                             N
     72.002                                                                             N
         73        10/01/26                   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         74        11/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         75        08/11/16             356   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         76        09/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         77        08/11/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         78        09/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         79        11/01/16              IO   Actual/360         0.08080%    0.08000%   N              CWCapital     CWCapital
         80        10/01/15             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         81        11/11/11              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         82        09/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         83        12/01/11             300   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         84        04/11/16             352   Actual/360         0.05080%    0.05000%   N              CGM           CGM
         85        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         86        10/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         87        10/11/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         88        08/01/11              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         89        10/06/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
         90        11/11/16             420   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         91        03/11/16             351   Actual/360         0.09080%    0.09000%   N              CGM           CGM
         92        10/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
         93        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         94        12/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
         95        10/01/16             360   Actual/360         0.03080%    0.03000%   N              GACC          GACC
         96        11/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         97        07/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         98        08/01/16             356   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
         99        11/11/16             299   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        100        11/11/16              IO   Actual/360         0.08080%    0.08000%   N              Artesia       Artesia
        101        10/06/16             360   Actual/360         0.06080%    0.06000%   N              CGM           CGM
        102        12/06/16             360   Actual/360         0.06080%    0.06000%   N              CGM           CGM
        103        11/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        104        12/01/11              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        105        11/01/16             359   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        106        12/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        107        07/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        108        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
    108.001                                                                             N
    108.002                                                                             N
        109        12/01/11              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        110        11/01/16             299   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        111        10/11/16             358   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        112        07/11/16             360   Actual/360         0.06080%    0.06000%   N              CGM           CGM
        113        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        114        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        115        05/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        116        08/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        117        12/01/11              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        118        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        119        11/11/16             359   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        120        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        121        07/01/16             360   Actual/360         0.03080%    0.03000%   Y              CWCapital     CWCapital
        122        10/01/16             358   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        123        07/01/16             355   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        124        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        125        08/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        126        11/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        127        09/11/16             360   Actual/360         0.02080%    0.02000%   N              CGM           CGM
        128        12/01/11             360   Actual/360         0.03080%    0.03000%   N              GACC          GACC
        129        12/01/16             360   Actual/360         0.03080%    0.03000%   N              GACC          GACC
        130        10/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
    130.001                                                                             N
    130.002                                                                             N
        131        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        132        07/01/16             295   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
    132.001                                                                             N
    132.002                                                                             N
    132.003                                                                             N
    132.004                                                                             N
        133        05/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        134        08/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        135        09/11/16             297   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        136        10/11/16             358   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        137        10/11/16             300   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        138        10/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        139        06/01/15             360   Actual/360         0.03080%    0.03000%   N              CWCapital     LaSalle
        140        05/01/15             341   Actual/360         0.03080%    0.03000%   N              CWCapital     LaSalle
        141        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        142        07/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        143        11/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        144        10/11/16             360   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        145        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        146        10/11/16             358   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        147        11/11/16             360   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        148        10/11/16             358   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        149        08/01/11             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        150        11/11/16             359   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        151        11/11/16             263   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        152        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        153        12/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        154        08/11/11             296   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        155        10/01/16             360   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        156        11/11/16             359   Actual/360         0.10080%    0.10000%   N              Artesia       Artesia
        157        11/11/16             299   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        158        06/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        159        09/01/16             360   Actual/360         0.08080%    0.08000%   N              GACC          GACC
        160        09/11/15             285   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        161        06/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        162        11/11/16             359   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        163        06/11/16             354   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        164        01/11/16             349   Actual/360         0.02080%    0.02000%   N              Artesia       Artesia
        165        11/01/16              IO   Actual/360         0.03080%    0.03000%   N              CWCapital     CWCapital
        166        07/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia
        167        07/11/16              IO   Actual/360         0.02080%    0.02000%   N              Wachovia      Wachovia


<CAPTION>
                           Cross
                           Collateralized
                           and Cross        Letter of              Anticipated
Mortgage      Defeasance   Defaulted        Credit                 Repayment
Loan Number   Loan         Loan Flag        In-Place    ARD Loan   Date          If ARD loan, Additional Interest Rate
-----------   ----------   --------------   ---------   --------   -----------   ---------------------------------------------------
<S>           <C>          <C>              <C>         <C>        <C>           <C>
          1   Y            N                N           N
      1.001
      1.002
      1.003
      1.004
          2   Y            N                N           N
          3   Y            N                N           N
      3.001
      3.002
          4   Y            N                N           N
      4.001
      4.002
      4.003
      4.004
      4.005
      4.006
      4.007
      4.008
      4.009
       4.01
      4.011
      4.012
      4.013
      4.014
      4.015
      4.016
      4.017
      4.018
      4.019
       4.02
      4.021
      4.022
      4.023
      4.024
      4.025
      4.026
      4.027
      4.028
      4.029
       4.03
      4.031
      4.032
      4.033
      4.034
      4.035
      4.036
      4.037
      4.038
      4.039
       4.04
      4.041
      4.042
      4.043
      4.044
      4.045
      4.046
      4.047
      4.048
      4.049
       4.05
      4.051
      4.052
      4.053
      4.054
      4.055
      4.056
      4.057
      4.058
      4.059
       4.06
      4.061
      4.062
      4.063
      4.064
      4.065
      4.066
      4.067
      4.068
      4.069
       4.07
      4.071
      4.072
      4.073
      4.074
      4.075
      4.076
      4.077
      4.078
      4.079
       4.08
      4.081
      4.082
      4.083
      4.084
      4.085
      4.086
      4.087
      4.088
      4.089
       4.09
      4.091
      4.092
      4.093
      4.094
      4.095
      4.096
      4.097
      4.098
      4.099
        4.1
      4.101
      4.102
      4.103
      4.104
      4.105
      4.106
      4.107
      4.108
      4.109
       4.11
      4.111
      4.112
          5   Y            N                N           N
          6   Y            N                N           N
          7   Y            N                N           N
          8   Y            N                N           N
      8.001
      8.002
      8.003
      8.004
      8.005
      8.006
      8.007
      8.008
      8.009
       8.01
      8.011
      8.012
      8.013
      8.014
      8.015
      8.016
      8.017
      8.018
      8.019
       8.02
      8.021
      8.022
      8.023
      8.024
      8.025
      8.026
      8.027
      8.028
      8.029
       8.03
      8.031
      8.032
      8.033
      8.034
      8.035
      8.036
      8.037
      8.038
      8.039
       8.04
      8.041
      8.042
      8.043
      8.044
      8.045
      8.046
      8.047
      8.048
      8.049
       8.05
      8.051
      8.052
      8.053
      8.054
      8.055
      8.056
      8.057
      8.058
      8.059
       8.06
      8.061
      8.062
      8.063
      8.064
      8.065
      8.066
      8.067
      8.068
      8.069
       8.07
      8.071
      8.072
      8.073
      8.074
      8.075
      8.076
      8.077
      8.078
      8.079
       8.08
      8.081
      8.082
      8.083
      8.084
      8.085
      8.086
      8.087
      8.088
      8.089
       8.09
      8.091
      8.092
      8.093
      8.094
      8.095
      8.096
      8.097
      8.098
      8.099
        8.1
      8.101
      8.102
      8.103
      8.104
      8.105
      8.106
      8.107
      8.108
      8.109
       8.11
      8.111
      8.112
      8.113
      8.114
      8.115
      8.116
      8.117
      8.118
      8.119
       8.12
      8.121
      8.122
      8.123
      8.124
      8.125
      8.126
      8.127
      8.128
      8.129
       8.13
          9   N            N                N           Y             11/05/11   Greater of initial interest rate plus 3% or the
                                                                                 Treasury Rate plus 3%--264,335.70 MDS during
                                                                                 hyperam
      9.001
      9.002
         10   Y            N                N           N
         11   Y            N                N           Y             12/01/13   Greater of initial interest rate plus 3% or the
                                                                                 Treasury Rate plus 3%
         12   Y            N                N           N
         13   Y            N                N           N
         14   Y            N                N           N
     14.001
     14.002
     14.003
         15   Y            N                N           N
         16   N            N                N           N
         17   Y            N                N           N
         18   Y            N                N           Y             07/01/21   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
         19   Y            N                N           N
         20   Y            N                N           N
         21   Y            N                N           N
         22   N            N                N           N
     22.001
     22.002
         23   Y            N                N           N
         24   N            N                N           N
         25   Y            N                N           N
         26   N            N                N           N
         27   Y            N                N           N
         28   Y            N                N           N
         29   Y            N                N           N
         30   N            N                N           N
         31   Y            N                N           Y             12/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Treasury Rate plus 3%
         32   N            N                N           Y             08/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
         33   N            N                N           N
         34   Y            N                N           N
         35   Y            N                N           Y             06/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
         36   Y            N                N           N
         37   Y            N                N           N
         38   Y            N                N           N
         39   N            N                N           N
         40   N            N                N           Y             10/11/16   Greater of initial interest rate plus 3.0% or
                                                                                 TCMYI plus 3.0%
         41   Y            N                N           N
         42   Y            N                N           N
         43   Y            N                N           Y             11/11/16   Greater of initial interest rate plus 3.0% or
                                                                                 TCMYI plus 3.0%
         44   Y            N                Y           N
         45   N            N                N           N
         46   Y            N                N           Y             06/11/16   Greater of interest rate plus 2% or Annualized
                                                                                 Yield plus 3%
     46.001
     46.002
     46.003
         47   Y            N                N           N
         48   Y            N                N           N
         49   Y            N                N           Y             09/01/11   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
         50   Y            N                N           N
         51   Y            N                N           N
         52   N            N                Y           N
         54   Y            N                N           N
     54.001
     54.002
         55   N            N                N           N
         56   Y            N                N           N
         57   Y            N                N           N
         58   Y            N                N           N
         59   Y            N                N           N
         60   Y            N                N           N
         61   Y            N                N           N
         62   Y            N                N           N
         63   Y            N                N           N
         64   Y            N                N           N
         65   Y            N                N           N
         66   Y            N                N           N
         67   Y            N                N           N
         68   Y            N                N           N
         69   N            N                N           N
         70   Y            N                N           N
         71   Y            N                N           N
         72   Y            N                N           N
     72.001
     72.002
         73   N            N                N           N
         74   Y            N                N           N
         75   Y            N                N           N
         76   Y            N                N           N
         77   Y            N                N           N
         78   N            N                N           N
         79   Y            N                N           N
         80   N            N                N           N
         81   Y            N                N           N
         82   Y            N                N           Y             09/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
         83   Y            N                N           N
         84   Y            N                N           N
         85   Y            N                N           N
         86   N            N                N           Y             10/11/16   Greater of initial interest rate plus 3.0% or
                                                                                 TCMYI plus 3.0%
         87   N            N                N           N
         88   Y            N                N           N
         89   Y            N                N           N
         90   Y            N                N           N
         91   Y            N                N           N
         92   Y            N                N           N
         93   Y            N                N           N
         94   Y            N                N           N
         95   Y            N                N           N
         96   Y            N                N           Y             11/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
         97   N            N                N           N
         98   Y            N                N           N
         99   Y            N                N           N
        100   Y            N                N           N
        101   Y            N                N           N
        102   Y            N                N           N
        103   Y            N                N           N
        104   N            N                N           N
        105   Y            N                N           N
        106   Y            N                N           N
        107   Y            N                N           N
        108   Y            N                N           N
    108.001
    108.002
        109   N            N                N           N
        110   Y            N                N           N
        111   N            N                N           N
        112   Y            N                N           N
        113   N            N                N           N
        114   Y            N                N           N
        115   Y            N                N           Y             05/11/16   Greater of initial interest rate plus 2.0% or
                                                                                 TCMYI plus 2.0%
        116   Y            N                N           Y             08/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
        117   N            N                N           N
        118   Y            N                N           N
        119   Y            N                N           N
        120   Y            N                N           Y             12/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Treasury Rate plus 3%
        121   Y            N                N           N
        122   Y            N                N           Y             10/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
        123   Y            N                N           N
        124   Y            N                N           N
        125   Y            N                N           Y             08/11/16   Greater of initial interest rate plus 2.0% or
                                                                                 TCMYI plus 2.0%
        126   N            N                N           Y             11/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
        127   Y            N                N           N
        128   N            N                N           N
        129   Y            N                N           N
        130   N            N                N           N
    130.001
    130.002
        131   N            N                N           N
        132   Y            N                N           Y             07/01/16   Greater of initial interest rate plus 3% or the
                                                                                 Extended Term Treasury Rate plus 3%
    132.001
    132.002
    132.003
    132.004
        133   Y            N                N           Y             05/11/16   Greater of initial interest rate plus 2.0% or TCMYI
                                                                                 plus 2.0%
        134   Y            N                N           Y             08/11/16   Greater of initial interest rate plus 2.0% or TCMYI
                                                                                 plus 2.0%
        135   Y            N                N           N
        136   Y            N                N           N
        137   Y            N                N           N
        138   Y            N                N           N
        139   Y            N                N           N
        140   Y            N                N           N
        141   N            N                N           N
        142   Y            N                N           Y             07/11/16   Greater of initial interest rate plus 2.0% or TCMYI
                                                                                 plus 2.0%
        143   N            N                N           N
        144   Y            N                N           N
        145   Y            N                N           N
        146   Y            N                N           N
        147   Y            N                N           N
        148   Y            N                N           N
        149   Y            N                N           N
        150   N            N                N           N
        151   Y            N                N           N
        152   Y            N                N           N
        153   Y            N                N           N
        154   Y            N                N           N
        155   Y            N                N           N
        156   Y            N                N           N
        157   Y            N                N           N
        158   Y            N                N           Y             06/11/16   Greater of initial interest rate plus 2.0% or TCMYI
                                                                                 plus 2.0%
        159   Y            N                N           N
        160   Y            N                Y           N
        161   Y            N                N           Y             06/11/16   Greater of initial interest rate plus 2.0% or TCMYI
                                                                                 plus 2.0%
        162   Y            N                N           N
        163   Y            N                N           N
        164   Y            N                N           N
        165   Y            N                N           N
        166   Y            N                N           Y             07/11/16   Greater of initial interest rate plus 2.0% or TCMYI
                                                                                 plus 2.0%
        167   Y            N                N           Y             07/11/16   Greater of initial interest rate plus 2.0% or TCMYI
                                                                                 plus 2.0%


<CAPTION>
Mortgage       Serviced Loan
Loan Number     Combination?
-----------    -------------
<S>            <C>
          1                N
      1.001
      1.002
      1.003
      1.004
          2                N
          3                N
      3.001
      3.002
          4                N
      4.001
      4.002
      4.003
      4.004
      4.005
      4.006
      4.007
      4.008
      4.009
       4.01
      4.011
      4.012
      4.013
      4.014
      4.015
      4.016
      4.017
      4.018
      4.019
       4.02
      4.021
      4.022
      4.023
      4.024
      4.025
      4.026
      4.027
      4.028
      4.029
       4.03
      4.031
      4.032
      4.033
      4.034
      4.035
      4.036
      4.037
      4.038
      4.039
       4.04
      4.041
      4.042
      4.043
      4.044
      4.045
      4.046
      4.047
      4.048
      4.049
       4.05
      4.051
      4.052
      4.053
      4.054
      4.055
      4.056
      4.057
      4.058
      4.059
       4.06
      4.061
      4.062
      4.063
      4.064
      4.065
      4.066
      4.067
      4.068
      4.069
       4.07
      4.071
      4.072
      4.073
      4.074
      4.075
      4.076
      4.077
      4.078
      4.079
       4.08
      4.081
      4.082
      4.083
      4.084
      4.085
      4.086
      4.087
      4.088
      4.089
       4.09
      4.091
      4.092
      4.093
      4.094
      4.095
      4.096
      4.097
      4.098
      4.099
        4.1
      4.101
      4.102
      4.103
      4.104
      4.105
      4.106
      4.107
      4.108
      4.109
       4.11
      4.111
      4.112
          5                N
          6                N
          7                N
          8                N
      8.001
      8.002
      8.003
      8.004
      8.005
      8.006
      8.007
      8.008
      8.009
       8.01
      8.011
      8.012
      8.013
      8.014
      8.015
      8.016
      8.017
      8.018
      8.019
       8.02
      8.021
      8.022
      8.023
      8.024
      8.025
      8.026
      8.027
      8.028
      8.029
       8.03
      8.031
      8.032
      8.033
      8.034
      8.035
      8.036
      8.037
      8.038
      8.039
       8.04
      8.041
      8.042
      8.043
      8.044
      8.045
      8.046
      8.047
      8.048
      8.049
       8.05
      8.051
      8.052
      8.053
      8.054
      8.055
      8.056
      8.057
      8.058
      8.059
       8.06
      8.061
      8.062
      8.063
      8.064
      8.065
      8.066
      8.067
      8.068
      8.069
       8.07
      8.071
      8.072
      8.073
      8.074
      8.075
      8.076
      8.077
      8.078
      8.079
       8.08
      8.081
      8.082
      8.083
      8.084
      8.085
      8.086
      8.087
      8.088
      8.089
       8.09
      8.091
      8.092
      8.093
      8.094
      8.095
      8.096
      8.097
      8.098
      8.099
        8.1
      8.101
      8.102
      8.103
      8.104
      8.105
      8.106
      8.107
      8.108
      8.109
       8.11
      8.111
      8.112
      8.113
      8.114
      8.115
      8.116
      8.117
      8.118
      8.119
       8.12
      8.121
      8.122
      8.123
      8.124
      8.125
      8.126
      8.127
      8.128
      8.129
       8.13
          9                N
      9.001
      9.002
         10                N
         11                N
         12                N
         13                N
         14                N
     14.001
     14.002
     14.003
         15                N
         16                N
         17                N
         18                N
         19                N
         20                N
         21                N
         22                N
     22.001
     22.002
         23                N
         24                N
         25                N
         26                N
         27                N
         28                N
         29                N
         30                N
         31                N
         32                N
         33                N
         34                N
         35                N
         36                N
         37                N
         38                N
         39                N
         40                N
         41                N
         42                N
         43                N
         44                N
         45                N
         46                N
     46.001
     46.002
     46.003
         47                N
         48                N
         49                N
         50                N
         51                N
         52                N
         54                N
     54.001
     54.002
         55                N
         56                N
         57                N
         58                N
         59                N
         60                N
         61                N
         62                N
         63                N
         64                N
         65                N
         66                N
         67                N
         68                N
         69                N
         70                N
         71                N
         72                N
     72.001
     72.002
         73                N
         74                N
         75                N
         76                N
         77                N
         78                N
         79                N
         80                N
         81                N
         82                N
         83                N
         84                N
         85                N
         86                N
         87                N
         88                N
         89                N
         90                N
         91                N
         92                N
         93                N
         94                N
         95                N
         96                N
         97                N
         98                N
         99                N
        100                N
        101                N
        102                N
        103                N
        104                N
        105                N
        106                N
        107                N
        108                N
    108.001
    108.002
        109                N
        110                N
        111                N
        112                N
        113                N
        114                N
        115                N
        116                N
        117                N
        118                N
        119                N
        120                N
        121                N
        122                N
        123                N
        124                N
        125                N
        126                N
        127                N
        128                N
        129                N
        130                N
    130.001
    130.002
        131                N
        132                N
    132.001
    132.002
    132.003
    132.004
        133                N
        134                N
        135                N
        136                N
        137                N
        138                N
        139                N
        140                N
        141                N
        142                N
        143                N
        144                N
        145                N
        146                N
        147                N
        148                N
        149                N
        150                N
        151                N
        152                N
        153                N
        154                N
        155                N
        156                N
        157                N
        158                N
        159                N
        160                N
        161                N
        162                N
        163                N
        164                N
        165                N
        166                N
        167                N

</TABLE>
<PAGE>


                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY

Collateral ID                      Property Name
        6COBALT20061               Hollywood Roosevelt Hotel
        7COBALT20061               Chiquita Center
       10COBALT20061               Addison Corporate Center
       13COBALT20061               San Lagos at Arrowhead Highlands
       16COBALT20061               Pebble
       1COBALT2006C1               Ala Moana Portfolio
       22COBALT20061               Valley View
       23COBALT20061               Rio Grande Plaza
       25COBALT20061               Greenwich Atrium
       27COBALT20061               The Crossings at Paso Robles II
       30COBALT20061               Spring Valley
       39COBALT20061               Sheraton Leominster
       40COBALT20061               Gateway at Lubbock
       43COBALT20061               Arbutus Shopping Plaza
       50COBALT20061               Florence Square
       55COBALT20061               Riviera Senior Living
       59COBALT20061               Market Center
       61COBALT20061               The Centre at Riverchase
       68COBALT20061               670 Sixth Avenue
       70COBALT20061               Tree Trail Village
       74COBALT20061               Five Forks Corners
       78COBALT20061               Spyglass Hill Apartments
       81COBALT20061               Riverdale Crossing
       86COBALT20061               Town Center at Timber Springs
       93COBALT20061               Palm Gardens Apartments
       94COBALT20061               University Plaza
       99COBALT20061               Creek Associates (4 parcels)
      111COBALT20061               A-Cool Self Storage
      115COBALT20061               Cole CVS Mobile AL
      125COBALT20061               Cole CVS Baton Rouge, LA
      133COBALT20061               Cole Walgreens Harvey LA
      134COBALT20061               Cole Walgreens Penn Hills PA
      142COBALT20061               Cole CVS Chandler, AZ
      144COBALT20061               828 Fullerton
      148COBALT20061               Magna Donnelly Corporation
      151COBALT20061               400 Cox Road
      158COBALT20061               Dollar General Market Store
      161COBALT20061               Cole Dollar General Ardmore, TN
      166COBALT20061               Cole Advance Auto Columbia Heights, MN
      167COBALT20061               Cole Advance Auto Fergus falls, MN
     107COBALT2006C1               Siena Canyon Square
     117COBALT2006C1               Storage America Center
     139COBALT2006C1               350 Long Beach Boulevard
     140COBALT2006C1               The Shoppes on Shugart Shopping Center

<PAGE>

Investor ID   AlternateLoanID   Loan Amount      DocType   Exception
-----------   ---------------   --------------   -------   ---------
WACH                  2856885    70,000,000.00   ALNV             94
WACH                  2857328    65,000,000.00   ALNV             94
WACH                  2856713    53,110,720.00   ALNV             94
WACH                  2857573    40,000,000.00   ALNV             94
WACH                  2856941    34,444,000.00   ALNV             94
CGM                             200,000,000.00   ALNV             02
WACH                  2856945    27,594,000.00   ALNV             94
WACH                  2856846    26,500,000.00   ALNV             94
WACH                  2856704    26,000,000.00   ALNV             94
WACH                  2857533    25,000,000.00   ALNV             94
WACH                  2856944    22,715,000.00   ALNV             94
WACH                  2855363    16,725,000.00   ALNV             94
WACH                  2857076    16,510,000.00   ALNV             94
WACH                  2857184    16,000,000.00   ALNV             94
WACH                  2857748    14,500,000.00   ALNV             01
WACH                  2854518    13,000,000.00   ALNV             94
WACH                  2856979    11,725,000.00   ALNV             94
WACH                  2857746    11,610,000.00   ALNV             01
WACH                  2857021    10,000,000.00   ALNV             94
WACH                  2857753     9,960,000.00   ALNV             01
WACH                  2857747     9,325,000.00   ALNV             01
WACH                  2857189     8,500,000.00   ALNV             94
WACH                  2857751     8,120,000.00   ALNV             01
WACH                  2857697     7,767,500.00   ALNV             94
WACH                  2857192     6,800,000.00   ALNV             94
WACH                  2855560     6,800,000.00   ALNV             94
WACH                  2856949     5,600,000.00   ALNV             94
WACH                  2856758     4,500,000.00   ALNV             94
WACH                  2855585     4,277,000.00   ALNV             94
WACH                  2855646     3,933,000.00   ALNV             94
WACH                  2855741     3,543,000.00   ALNV             94
WACH                  2853136     3,467,000.00   ALNV             94
WACH                  2856523     3,206,000.00   ALNV             94
WACH                  2857058     3,125,000.00   ALNV             94
WACH                  2857156     2,750,000.00   ALNV             94
WACH                  2853093     2,700,000.00   ALNV             94
WACH                  2855938     1,950,000.00   ALNV             94
WACH                  2856124     1,804,000.00   ALNV             94
WACH                  2856725     1,038,000.00   ALNV             94
WACH                  2856722       722,000.00   ALNV             94
CWCapital                3106     4,900,000.00   TPOL             01
CWCapital                         4,200,000.00   ALNV             01
CWCapital                3123     3,300,000.00   ALN1             02
CWCapital                3124     3,360,000.00   ALN1             02

<PAGE>

<TABLE>
<CAPTION>
Exception Description                                    Notation
---------------------                                    --------
<S>                                                      <C>
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
DOCUMENT IS COPY, NEED ORIGINAL                          @CITI TO WELLS (NOTE A-5; $200,000,000)
                                                         [ORIGINAL BEING DELIVERED IN THE AM]
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
MISSING - EXPECT TO BE DELIVERED TODAY                   WACH TO BLANK
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
MISSING - EXPECT TO BE DELIVERED TODAY                   WACH TO BLANK
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
MISSING - EXPECT TO BE DELIVERED TODAY                   WACH TO BLANK
MISSING - EXPECT TO BE DELIVERED TODAY                   WACH TO BLANK
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
MISSING - EXPECT TO BE DELIVERED TODAY                   WACH TO BLANK
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
OUT FOR EXECUTION -EXPECTED IN THIS MORNING'S MAIL       WACH TO WELLS
MISSING
MISSING - EXPECT TO BE DELIVERED TODAY                   CWCAP TO WELLS [4,200,000][WAITING FOR COPY TO BE PDF'D
                                                         TO US]
DOCUMENT IS COPY, NEED ORIGINAL                          LASALLE TO CWCAP (COPY RECEIVED)
DOCUMENT IS COPY, NEED ORIGINAL                          LASALLE TO CWCAP (COPY RECEIVED)
</TABLE>

<PAGE>

                    Commercial Document Codes Exception Codes

<TABLE>
<CAPTION>
DOCTYPE         DESCRIPTION                                                ADDITIONAL COMMENTS
-------         -----------                                                -------------------
<S>             <C>                                                        <C>
ACC1            NEW UCC1 ASUM FILING                                       NEW COUNTY UCC NEEDED FOR ASSUMPTION
ACC3            AMEND/TERM FOR OLD BORR                                    TERMINATION OF ORIGINAL BORROWER IN ASUM-COUNTY
ACS1            NEW UCS1 ASUM FILING                                       NEW STATE UCC NEEDED FOR ASSUMPTION
ACS3            AMEND/TERM FOR OLD BORR                                    TERMINATION OF ORIGINAL BORROWER IN ASUM-STATE
                                                                           DOCUMENT THAT LISTS THE NAME(S) THAT THE
AFFD            NAME AFFIDAVIT                                             BORROWER(S) ARE ALTERNATIVELY KNOW AS
                                                                           ADDITIONAL PAGE(S) OF THE NOTE THAT CONTAIN
ALN (1-9)       INTERVENING ALLONGE                                        INTERVENING ENDORSEMENT(S)
ALNV            FINAL ALLONGE                                              FINAL NOTE ENDORSEMENT
AMRT            AMORTIZATION SCHEDULE
                                                                           DOCUMENT THAT IS USED TO EVALUATE THE VALUE OF A
                                                                           PARTICULAR PIECE OF PROPERTY; IT MAY CONTAIN
APPR            APPRAISAL                                                  MULTIPLE PAGES AND/OR SECTIONS
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT OF ASSIGNMENT
                                                                           1 OF LEASES AND RENTS; DOCUMENT TRANSFERS
                                                                           OWNERSHIP OF THE MORTGAGE FROM ONE LENDER TO
ASL1   *        ASSIGNMENT 1 OF ASSIGNMENT  OF LEASES AND RENTS            ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT OF ASSIGNMENT
                                                                           2 OF LEASES AND RENTS; DOCUMENT TRANSFERS
                                                                           OWNERSHIP OF THE ASSIGNMENT OF LEASES AND RENTS
ASL2   *        ASSIGNMENT 2 OF ASSIGNMENT  OF LEASES AND RENTS            FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT OF ASSIGNMENT
                                                                           3 OF LEASES AND RENTS; DOCUMENT TRANSFERS
                                                                           OWNERSHIP OF THE ASSIGNMENT OF LEASES AND RENTS
ASL3   *        ASSIGNMENT 3 OF ASSIGNMENT  OF LEASES AND RENTS            FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT OF ASSIGNMENT
                                                                           4 OF LEASES AND RENTS;  DOCUMENT TRANSFERS
                                                                           OWNERSHIP OF THE ASSIGNMENT OF LEASES AND RENTS
ASL4   *        ASSIGNMENT 4 OF ASSIGNMENT  OF LEASES AND RENTS            FROM ONE LENDER TO ANOTHER LENDER
ASLQ            ASSIGNMENT OF LIQUOR LICENSE
                                                                           NAMED THE ASSIGNMENT OF LEASES AND RENTS; THIS
                                                                           DOCUMENT SERVES TO TRANSFER ANY/ALL LEASES
                                                                           ASSOCIATED WITH THE PROPERTY FROM THE BORROWER TO
                                                                           THE ORIGINAL LENDER UNDER THE CONTRACTUAL
ASLR   *        ASSIGNMENT OF LEASES AND RENTS                             CONDITIONS FOUND IN THE DOCUMENT
                                                                           ALSO REFERRED TO AS THE INVESTOR ASSIGNMENT OF
                                                                           ASSIGNMENT OF LEASES AND RENTS; DOCUMENT
                                                                           TRANSFERS OWNERSHIP OF THE ASSIGNMENT OF LEASES
                                                                           AND RENTS  FROM ONE LENDER TO ANOTHER LENDER;
                                                                           USUALLY IT ENDS IN "WELLS FARGO or NORWEST BANK
ASLV   *        INVESTOR ASSIGNMENT  OF ASSIGNMENT  OF LEASES AND RENTS    MINNESOTA, N.A., AS TRUSTEE ..."
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 1 OF
                                                                           MORTGAGE;  DOCUMENT TRANSFERS OWNERSHIP OF THE
ASN1   *        ASSIGNMENT 1                                               MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 2 OF
                                                                           MORTGAGE;  DOCUMENT TRANSFERS OWNERSHIP OF THE
ASN2   *        ASSIGNMENT 2                                               MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 3 OF
                                                                           MORTGAGE;  DOCUMENT TRANSFERS OWNERSHIP OF THE
ASN3   *        ASSIGNMENT 3                                               MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 4 OF
                                                                           MORTGAGE;  DOCUMENT TRANSFERS OWNERSHIP OF THE
ASN4   *        ASSIGNMENT 4                                               MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 5 OF
                                                                           MORTGAGE;  DOCUMENT TRANSFERS OWNERSHIP OF THE
ASN5   *        ASSIGNMENT 5                                               MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 6 OF
                                                                           MORTGAGE;  DOCUMENT TRANSFERS OWNERSHIP OF THE
ASN6   *        ASSIGNMENT 6                                               MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 7 OF
                                                                           MORTGAGE;  DOCUMENT TRANSFERS OWNERSHIP OF THE
ASN7   *        ASSIGNMENT 7                                               MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 8 OF
                                                                           MORTGAGE;  DOCUMENT TRANSFERS OWNERSHIP OF THE
ASN8   *        ASSIGNMENT 8                                               MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER
                                                                           ALSO REFERRED TO AS THE ASSIGNMENT 9 OF MORTGAGE;
                                                                           DOCUMENT TRANSFERS OWNERSHIP OF THE MORTGAGE
ASN9   *        ASSIGNMENT 9                                               FROM ONE LENDER TO ANOTHER LENDER
                                                                           DOCUMENT TRANSFERS OWNERSHIP OF THE MORTGAGE
                                                                           FROM ONE LENDER TO ANOTHER LENDER; AN ASSIGNMENT
                                                                           OF MORTGAGE THAT IS USED TO TRANSFER OWNERSHIP OF
ASNB   *        BLANKET ASSIGNMENT                                         MORE THAN ONE INDIVIDUAL LOAN AT A TIME
                                                                           ALSO REFERRED TO AS THE INVESTOR ASSIGNMENT OF
                                                                           MORTGAGE; DOCUMENT TRANSFERS OWNERSHIP OF THE
                                                                           MORTGAGE  FROM ONE LENDER TO ANOTHER LENDER;
                                                                           USUALLY IT ENDS IN "WELLS FARGO or NORWEST BANK
ASNV   *        INVESTOR ASSIGNMENT                                        MINNESOTA, N.A., AS TRUSTEE ..."
ASPW            ASSIGNMENT OF PERMITS & WARRANTIES
ASSE            ASSET MANAGER AGREEMENT
                                                                           DOCUMENT TRANSFERS THE RIGHTS, TERMS, OR
                                                                           CONDITIONS OF ANY / ALL DOCUMENTS IN THE FILE
ASUM            ASSUMPTION AGREEMENT                                       FROM ONE BORROWER TO ANOTHER BORROWER
ATTY            ATTORNEYS OPINION
BOFS            BILL OF SALE
BUYD            BUYDOWN AGREEMENT
CEM             CONSOLIDATION AGREEMENT
CKLT            LOAN FILE CHECKLIST
CNFS            CERTIFICATE OF NON-FOREIGN STATUS
COFS            CONTRACT OF SALE
                                                                           ASSIGNMENT DOCUMENT ASSIGNING TWO OR MORE
COM1 ( --9)*    COMBINATION                                                INTERVENING ASSIGNMENTS IN ONE
                                                                           FINAL ASSIGNMENT DOCUMENT ASSIGNING TWO OR MORE
COMV*           COMBINATION                                                DOCUMENTS WITH ONE
CONV            CONVERSION AGREEMENT
                                                                           A TYPE OF LOAN THAT HAS DIFFERENT REVIEW
COOP            CO-OP                                                      REQUIREMENTS THAN NORMAL COMMERCIAL LOANS
CTRL            CREDIT LEASE / CREDIT TENANT LEASE
DEE1            ADDITIONAL DEED
DEE2            2ND ADDITIONAL DEED
DEFS            DEFEASANCE DOCUMENTS
ENVI            ENVIRONMENTAL INDEMNITY
                                                                           ENVIRONMENTAL POLICY OR PHASE I ENVIRONMENTAL
ENAS            ENVIRONMENTAL ASSESSMENT                                   ASSESSMENT
ESCR            ESCROW AGREEMENT
ESTO            ESTOPPEL LETTER/AGREEMENT                                  FRANCHISOR OR LESSOR
                                                                           REFERS TO THE FILE FOLDER OR ALL OF THE
                                                                           INDIVIDUAL DOCUMENTS ASSOCIATED WITH A INDIVIDUAL
FILE            LOAN FILE                                                  LOAN
                                                                           (OR TARGET RESERVATION AGREEMENT FOR CONSTRUCTION
FRAN            FRANCHISE AGREEMENT                                        LOAN)
GRND            GROUND LEASE
GUAR            GUARANTY AGREEMENT
HAZA            HAZARD POLICY
ICAG            INTERCREDITOR AGREEMENT
IRCA            INTEREST RATE CAP AGREEMENT
LAGR            MORTGAGE LOAN AGREEMENT
LCRD            LETTER OF CREDIT
                                                                           LEASE DOCUMENT OTHER THAN THE ASSIGNMENT OF
LEAS            LEASE DOCUMENT                                             LEASES AND RENTS
LEGL            LEGAL DESCRIPTION DOCUMENT
MERG            MERGER DOCUMENT
MODF            MODIFICATION AGREEMENT
MORT            MORTGAGE/DEED OF TRUST
NOTA            NOTICE OF ASSIGNMENT
NOT1            ADD'L NOTE
NOT2            2ND ADDITIONAL NOTE
NOTE            MTG NOTE

                                                                           ALSO KNOWN AS THE OMNIBUS ASSIGNMENT; DOCUMENT
                                                                           SERVES TO TRANSFER ANY ADDITIONAL RIGHTS,
                                                                           SERVICES, PROPERTY, AND OTHER MISCELLANEOUS
                                                                           RIGHTS (THAT ARE NOT COVERED BY THE MORTGAGE,
                                                                           ASSIGNMENT OF LEASES AND RENTS, OR UCC'S) FROM
OMNI/AGRE       ASSIGNMENT OF AGREEMENTS                                   THE BORROWER TO THE ORIGINAL LENDER
PMI             PRIVATE MORTGAGE INSURANCE
POA             POWER OF ATTORNEY
QCLD            QUIT CLAIM DEED
RECG            RECOGINITION AGREEMENT
RECP            RECEIPT & CLOSING CERTIFICATE
RIDR            RIDERS
                                                                           DOCUMENT THAT IS USUALLY ASSOCIATED WITH CO-OP
SCER            STOCK CERTIFICATE                                          LOANS
SCHD            POOL SCHEDULE
SECI   *        SECURITY INSTRUMENT
SINS            SITE INSPECTION
                                                                           DOCUMENT THAT IS USUALLY ASSOCIATED WITH CO-OP
SPOW            STOCK POWER                                                LOANS
SUBD            SUBORDINATION AGREEMENT
SURV            SURVEY
SUR1            FINAL SURVEY AS/BUILT                                      (FOR CONSTRUCTION LOANS)
TCMT            TITLE COMMITMENT
TENT            TENT ESTOPPEL
TPOL            TITLE POLICY
UCC1   *        UCC-1 (COUNTY)                                             COUNTY FILING TO ORIGINAL LENDER
UC31 (---9)*    INTERVENING UCC-3 (COUNTY)                                 COUNTY FILING - INTERVENING LENDERS
UCC3   *        UCC-3 (COUNTY)                                             COUNTY FILING TO WELLS FARGO OR TRUSTEE
UCS1   *        UCC-1 (STATE)                                              STATE FILING TO ORIGINAL LENDER
US31 (---9)*    INTERVENING UCC-3 (STATE)                                  STATE FILING - INTERVENING LENDERS
UCS3   *        UCC-3 (STATE)                                              STATE FILING TO WELLS FARGO OR TRUSTEE
WDED            WARRANTY DEED
</TABLE>

<PAGE>

                                  SCHEDULE III

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS

                                      None

<PAGE>

                                   SCHEDULE IV

                        CLASS IO REFERENCE RATE SCHEDULE

                                   [Reserved]

<PAGE>

                                   SCHEDULE V

            SCHEDULE OF INITIAL DIRECTING HOLDER FOR EACH LOAN GROUP
                            (as of December 1, 2006)

                                      NONE

<PAGE>

                                   SCHEDULE VI

                         SUPPLEMENTAL SERVICER SCHEDULE

COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1

<TABLE>
<CAPTION>
Mortgage Loan Number   Property Name                                     General Property Type
--------------------   -----------------------------------------------   ---------------------
<S>                    <C>                                               <C>
                   1   Ala Moana Portfolio                               Various
               1.001   Ala Moana Center                                  Retail
               1.002   Ala Moana Building                                Office
               1.003   Ala Moana Pacific Center                          Office
               1.004   Ala Moana Plaza                                   Retail
                   2   Continental Towers                                Office
                   3   Prime Retail Outlets Portfolio                    Retail
               3.001   Queenstown Outlet                                 Retail
               3.002   Pismo Beach Outlet                                Retail
                   4   ShopKo Portfolio                                  Various
               4.001   10808 South 132nd Street                          Industrial
               4.002   700 Pilgrim Way                                   Office
               4.003   1717 Lawrence Drive                               Industrial
               4.004   301 Bay Park Square                               Retail
               4.005   55 Lake Boulevard                                 Retail
               4.006   217 West Ironwood Drive                           Retail
               4.007   1001 East Gowen Road                              Industrial
               4.008   801 West Central Entrance (Highway 53)            Retail
               4.009   4161 Second Street South (Highway 23)             Retail
                4.01   7401 Mineral Point Road                           Retail
               4.011   1000 West Northland Avenue                        Retail
               4.012   2201 Zeier Road                                   Retail
               4.013   1850 Madison Avenue                               Retail
               4.014   2820 Highway 63 South                             Retail
               4.015   3708 Highway 63 North                             Retail
               4.016   3200 Broadway Street                              Retail
               4.017   2430 East Mason Street                            Retail
               4.018   867 North Columbia Center Boulevard               Retail
               4.019   14445 West Center Road                            Retail
                4.02   5646 North 90th Street                            Retail
               4.021   616 West Johnson Street                           Retail
               4.022   1150 West Washington Street                       Retail
               4.023   1601 West 41st Street                             Retail
               4.024   1845 Haines Avenue                                Retail
               4.025   699 Green Bay Road                                Retail
               4.026   955 West Clairemont Avenue                        Retail
               4.027   1100 East Riverview Expressway                    Retail
               4.028   2510 South Reserve Street                         Retail
               4.029   1300 Koeller Street                               Retail
                4.03   800 East Maes Street                              Retail
               4.031   North 9520 Newport Highway                        Retail
               4.032   4801 Washington Avenue                            Retail
               4.033   4515 South Regal Street                           Retail
               4.034   1306 North Central Avenue                         Retail
               4.035   2500 US Highway 14                                Retail
               4.036   1209 18th Avenue Northwest                        Retail
               4.037   501 Highway 10 Southeast                          Retail
               4.038   1400 Big Thunder Boulevard                        Retail
               4.039   2101 West Broadway                                Retail
                4.04   2208 North Webb Road                              Retail
               4.041   5300 52nd Street                                  Retail
               4.042   905 South 24th Street West                        Retail
               4.043   701 South Church Street                           Retail
               4.044   1964 West Morton Avenue                           Retail
               4.045   4200 South 27th Street                            Retail
               4.046   1710 South Main Street                            Retail
               4.047   1578 Appleton Road                                Retail
               4.048   2761 Prairie Avenue                               Retail
               4.049   9366 State Highway 16                             Retail
                4.05   2602 Shopko Drive                                 Retail
               4.051   518 South Taylor Drive                            Retail
               4.052   1553 West 9000 South                              Retail
               4.053   2290 South 1300 East                              Retail
               4.054   405 Cottonwood Drive                              Retail
               4.055   5801 Summit View Avenue                           Retail
               4.056   1900 North Main Street                            Retail
               4.057   1771 Wisconsin Avenue                             Retail
               4.058   4344 Mormon Coulee Road (State Highway 14)        Retail
               4.059   1200 Susan Drive                                  Retail
                4.06   2677 South Prairie View Road                      Retail
               4.061   230 North Wisconsin Street                        Retail
               4.062   3415 Calumet Avenue                               Retail
               4.063   700 9th Avenue Southeast                          Retail
               4.064   1105 East Grand Avenue                            Retail
               4.065   1200 Main Street (State Highway 10)               Retail
               4.066   125 Main Street                                   Retail
               4.067   190 South 500 West                                Retail
               4.068   500 North Highway 281                             Retail
               4.069   301 Northwest Bypass                              Retail
                4.07   3101 North Montana Avenue                         Retail
               4.071   South 1450 Grand Avenue                           Retail
               4.072   500 South Carpenter Avenue                        Retail
               4.073   4060 Riverdale Road                               Retail
               4.074   615 South Monroe                                  Retail
               4.075   1150 North Main Street                            Retail
               4.076   2655 Broadway Avenue                              Retail
               4.077   4850 West 3500 South                              Retail
               4.078   1001 South Highway 15 (State Street)              Retail
               4.079   1450 East Geneva Street                           Retail
                4.08   601 Galvin Road South                             Retail
               4.081   1018 Washington Boulevard                         Retail
               4.082   1777 Paulson Road                                 Retail
               4.083   405 West 8th Street                               Retail
               4.084   2610 North Bridge Avenue                          Retail
               4.085   2005 Krenzien Drive                               Retail
               4.086   510 East Philip Avenue                            Retail
               4.087   2530 First Avenue North                           Retail
               4.088   1755 North Humiston Avenue                        Retail
               4.089   2100 Caldwell Boulevard                           Retail
                4.09   900 West Memorial Drive                           Retail
               4.091   2741 Roosevelt Street                             Retail
               4.092   2266 North University Parkway                     Retail
               4.093   1649 Pole Line Road East                          Retail
               4.094   320 County Road O                                 Retail
               4.095   4215 Yellowstone Highway                          Retail
               4.096   800 East 17th Street                              Retail
               4.097   1350 North Galena Avenue                          Retail
               4.098   1600 Rose Street                                  Retail
               4.099   2530 Rudkin Road                                  Retail
                 4.1   555 West South Street                             Retail
               4.101   955 North Main Street                             Retail
               4.102   1341 North Main Street                            Retail
               4.103   747 South Main Street                             Retail
               4.104   1425 Janesville Avenue                            Retail
               4.105   2120 Thain Grade                                  Retail
               4.106   3705 Monroe Road                                  Retail
               4.107   2585 Lineville Road                               Retail
               4.108   1190 North 6th Street                             Retail
               4.109   1450 West Main Avenue                             Industrial
                4.11   East 13414 Sprague Avenue                         Retail
               4.111   313 North Roosevelt Avenue                        Retail
               4.112   1011 North Wisconsin Street                       Retail
                   5   311 South Wacker                                  Office
                   6   Hollywood Roosevelt Hotel                         Hospitality
                   7   Chiquita Center                                   Office
                   8   Fortress/Ryan's Portfolio                         Retail
               8.001   Ryans - Picayune, MS                              Retail
               8.002   Ryans - Crestview, FL                             Retail
               8.003   Fire Mountain - Fayetteville, NC                  Retail
               8.004   Ryans - Bowling Green, KY                         Retail
               8.005   Fire Mountain - Pensacola, FL                     Retail
               8.006   Ryans - Macon, GA                                 Retail
               8.007   Ryans - Conroe, TX                                Retail
               8.008   Ryans - Columbus, GA                              Retail
               8.009   Ryans - Beckley, WV                               Retail
                8.01   Ryans - Aiken, SC                                 Retail
               8.011   Ryans - Pearl, MS                                 Retail
               8.012   Ryans - Asheville, NC                             Retail
               8.013   Ryans - Beaumont, TX                              Retail
               8.014   Ryans - Albany, GA                                Retail
               8.015   Old Country Buffet - Coon Rapids, MN              Retail
               8.016   Ryans - Surfside Beach, SC                        Retail
               8.017   Ryans - Montgomery, AL                            Retail
               8.018   Ryans - North Charleston, SC                      Retail
               8.019   Fire Mountain - Flowood, MS                       Retail
                8.02   Ryans - Hanover, PA                               Retail
               8.021   Ryans - Princeton, WV                             Retail
               8.022   Ryans - Hermitage, TN                             Retail
               8.023   Ryans - Martinez, GA                              Retail
               8.024   Fire Mountain - Columbia, SC                      Retail
               8.025   Ryans - Columbia, SC                              Retail
               8.026   Fire Mountain - Decatur, AL                       Retail
               8.027   Ryans - Greer, SC                                 Retail
               8.028   Fire Mountain - Athens, GA                        Retail
               8.029   Fire Mountain - Burleson, TX                      Retail
                8.03   Ryans - Charleston, SC                            Retail
               8.031   Ryans - Martinsburg, WV                           Retail
               8.032   Ryans - Commerce, GA                              Retail
               8.033   Fire Mountain - Horn Lake, MS                     Retail
               8.034   Ryans - Fredericksburg, VA                        Retail
               8.035   Fire Mountain - North Augusta, SC                 Retail
               8.036   Ryans - Anderson, SC                              Retail
               8.037   Fire Mountain - Mobile, AL                        Retail
               8.038   Ryans - Alcoa, TN                                 Retail
               8.039   Ryans - Texas City, TX                            Retail
                8.04   Ryans - Hixson, TN                                Retail
               8.041   Ryans - Denham Springs, LA                        Retail
               8.042   Fire Mountain - Dawsonville, GA                   Retail
               8.043   Ryans - Murfreesboro, TN                          Retail
               8.044   Ryans - Jasper, AL                                Retail
               8.045   Ryans - Florence, AL                              Retail
               8.046   Ryans - North Myrtle Beach, SC                    Retail
               8.047   Fire Mountain - Bossier City, LA                  Retail
               8.048   Ryans - Canton, GA                                Retail
               8.049   Ryans - Owensboro, KY                             Retail
                8.05   Ryans - Rome, GA                                  Retail
               8.051   Fire Mountain - Lake Charles, LA                  Retail
               8.052   Fire Mountain - Hickory, NC                       Retail
               8.053   Ryans - Cartersville, GA                          Retail
               8.054   Ryans - Crossville, TN                            Retail
               8.055   Ryans - Carrollton, GA                            Retail
               8.056   Ryans - Pace, FL                                  Retail
               8.057   Ryans - Christiansburg, VA                        Retail
               8.058   Ryans - Prattville, AL                            Retail
               8.059   Fire Mountain - Lexington, KY                     Retail
                8.06   Ryans - Paducah, KY                               Retail
               8.061   Fire Mountain - Spanish Fort, AL                  Retail
               8.062   Ryans - Lake Jackson, TX                          Retail
               8.063   Ryans - Hiram, GA                                 Retail
               8.064   Ryans - Greenville, SC                            Retail
               8.065   Fire Mountain - Auburn, IN                        Retail
               8.066   Ryans - Seymour, IN                               Retail
               8.067   Ryans - Springfield, MO                           Retail
               8.068   Fire Mountain - Cullman, AL                       Retail
               8.069   Fire Mountain - Spartanburg, SC                   Retail
                8.07   Ryans - West Columbia, SC                         Retail
               8.071   Ryans - Dothan, AL                                Retail
               8.072   Ryans - Easley, SC                                Retail
               8.073   Fire Mountain - Gardendale, AL                    Retail
               8.074   Ryans - Joplin, MO                                Retail
               8.075   Ryans - Greenwood, SC                             Retail
               8.076   Ryans - Conway, SC                                Retail
               8.077   Ryans - Chambersburg, PA                          Retail
               8.078   Ryans - Lumberton, NC                             Retail
               8.079   Fire Mountain - Griffin, GA                       Retail
                8.08   Ryans - Springfield, MO                           Retail
               8.081   Fire Mountain - Calhoun, GA                       Retail
               8.082   Fire Mountain - North Little Rock, AR             Retail
               8.083   Ryans - Oak Ridge, TN                             Retail
               8.084   Fire Mountain - Foley, AL                         Retail
               8.085   Ryans - Hot Springs, AR                           Retail
               8.086   Ryans - Johnstown, PA                             Retail
               8.087   Ryans - Seneca, SC                                Retail
               8.088   Ryans - Greenville, SC                            Retail
               8.089   Ryans - Marietta, OH                              Retail
                8.09   Ryans - Orangeburg, SC                            Retail
               8.091   Ryans - Lafayette, LA                             Retail
               8.092   Fire Mountain - Fort Smith, AR                    Retail
               8.093   Ryans - Cincinnati, OH                            Retail
               8.094   Ryans - Akron, OH                                 Retail
               8.095   Ryans - Gastonia, NC                              Retail
               8.096   Fire Mountain - Concord, NC                       Retail
               8.097   Ryans - Elizabethtown, KY                         Retail
               8.098   Fire Mountain - Clarksville, TN                   Retail
               8.099   Ryans - Corydon, IN                               Retail
                 8.1   Ryans - Jonesboro, AR                             Retail
               8.101   Ryans - Morristown, TN                            Retail
               8.102   Ryans - Simpsonville, SC                          Retail
               8.103   Ryans - Sevierville, TN                           Retail
               8.104   Ryans - Cookeville, TN                            Retail
               8.105   Fire Mountain - Columbia, SC                      Retail
               8.106   Fire Mountain - Mansfield, OH                     Retail
               8.107   Ryans - Tyler, TX                                 Retail
               8.108   Ryans - Millington, TN                            Retail
               8.109   Fire Mountain - Winston-Salem, NC                 Retail
                8.11   Ryans - Tupelo, MS                                Retail
               8.111   Ryans - Cleveland, TN                             Retail
               8.112   Ryans - Indianapolis, IN                          Retail
               8.113   Ryans - Danville, IL                              Retail
               8.114   Ryans - Slidell, LA                               Retail
               8.115   Ryans - Clarksburg, WV                            Retail
               8.116   Ryans - Charleston, WV                            Retail
               8.117   Ryans - Hagerstown, MD                            Retail
               8.118   Home Town Buffet - Burbank, CA                    Retail
               8.119   Ryans - Summerville, SC                           Retail
                8.12   Fire Mountain - Beaver Falls, PA                  Retail
               8.121   Fire Mountain - Mechanicsburg, PA                 Retail
               8.122   Home Town Buffet - Canoga Park, CA                Retail
               8.123   Ryans - Searcy, AR                                Retail
               8.124   Ryans - West Plains, MO                           Retail
               8.125   Home Town Buffet - Lynwood, CA                    Retail
               8.126   Ryans - Lexington, SC                             Retail
               8.127   Home Town Buffet - Fresno, CA                     Retail
               8.128   Old Country Buffet - Union Gap, WA                Retail
               8.129   Old Country Buffet - Fairness Hills , PA          Retail
                8.13   Ryans - Tuscaloosa, AL                            Retail
                   9   Timberlake and Glades Apartments Portfolio        Multifamily
               9.001   Timberlake Apartments                             Multifamily
               9.002   The Glades Apartments                             Multifamily
                  10   Addison Corporate Center                          Office
                  11   Intergraph Corporate Campus                       Office
                  12   DHL Perimeter Center Building                     Office
                  13   San Lagos at Arrowhead Highlands                  Multifamily
                  14   Quality King - Ronkonkoma Portfolio               Industrial
              14.001   2060 Ninth Avenue                                 Industrial
              14.002   201 Comac Street                                  Industrial
              14.003   2145 Ninth Avenue                                 Industrial
                  15   International Plaza                               Office
                  16   Carefree Pebble                                   Multifamily
                  17   Seattle SpringHill Suites                         Hospitality
                  18   900 Circle 75 Parkway                             Office
                  19   Pheasant Run Resort                               Hospitality
                  20   Physicians Medical Center of Dallas               Office
                  21   Glenview Corporate Center                         Office
                  22   Valley View Portfolio                             Multifamily
              22.001   Carefree Valley View                              Multifamily
              22.002   Carefree Valley View - Full Service               Multifamily
                  23   Rio Grande Plaza Homewood Suites                  Mixed Use
                  24   Blue Harbor Apartments                            Multifamily
                  25   Greenwich Atrium                                  Office
                  26   El Dorado Pointe Apartments                       Multifamily
                  27   The Crossings at Paso Robles II                   Retail
                  28   North Bay Village                                 Mixed Use
                  29   Craig Promenade                                   Retail
                  30   Carefree Spring Valley                            Multifamily
                  31   Preferred Freezer                                 Industrial
                  32   Monterey Oaks Corporate Park                      Office
                  33   Forest Hills Medical Office Building              Office
                  34   Manoa Marketplace                                 Retail
                  35   INS I & II                                        Office
                  36   Mountain Shadow Apartments                        Multifamily
                  37   Evergreen Marketplace                             Retail
                  38   Westgate San Antonio                              Office
                  39   Four Points by Sheraton                           Hospitality
                  40   The Exchange at Lubbock                           Multifamily
                  41   Research Park Office Portfolio                    Office
                  42   Royal Oaks Apartments                             Multifamily
                  43   Arbutus Shopping Plaza                            Retail
                  44   DTR12 - Gateway 101 Building                      Office
                  45   Auburn Distribution Center                        Industrial
                  46   Springs Industries Portfolio 2                    Office
              46.001   Springs Industries Fort Mill EO                   Office
              46.002   Springs Industries Fort Mill CDC                  Office
              46.003   Springs Industries Lancaster                      Office
                  47   Twin Lakes                                        Multifamily
                  48   One Pacific Place                                 Office
                  49   Kandi Mall                                        Retail
                  50   Florence Square                                   Retail
                  51   Sehome Village                                    Retail
                  52   Ronler Corporate Center                           Office
                  54   Nassau Bay I & II Portfolio                       Office
              54.001   Doctor's Center                                   Office
              54.002   Space Park                                        Office
                  55   Riviera Senior Living                             Healthcare
                  56   Dover Farms                                       Multifamily
                  57   Triad Center I                                    Office
                  58   Willow's Lodge                                    Hospitality
                  59   Market Center                                     Mixed Use
                  60   Southlake Medical I                               Office
                  61   The Centre at Riverchase                          Retail
                  62   Residence Inn Saratoga                            Hospitality
                  63   Vistas at Lake Worth                              Multifamily
                  64   Scotts Village Shopping Center                    Retail
                  65   Pomona Ranch Plaza                                Retail
                  66   Highland Pavilion                                 Retail
                  67   Casper Retail                                     Retail
                  68   670 Sixth Avenue                                  Retail
                  69   Wesco Self Storage                                Self Storage
                  70   Tree Trail Village                                Retail
                  71   Idaho Urologic Institute                          Office
                  72   Columbus Multifamily Portfolio                    Multifamily
              72.001   Greystone at Green Island Oaks                    Multifamily
              72.002   Greystone at Maple Ridge                          Multifamily
                  73   Midway Plaza                                      Retail
                  74   Five Forks Corners                                Retail
                  75   The Plaza at Avery Ranch                          Retail
                  76   The Overland Park Village Apartments              Multifamily
                  77   Village Medical Park                              Office
                  78   Spyglass Hill Apartments                          Multifamily
                  79   Young's Bay Plaza                                 Retail
                  80   Youngstown Shopping Center                        Retail
                  81   Riverdale Crossing                                Retail
                  82   JC Penney Outlet Store                            Retail
                  83   The Carnival Flea Market                          Retail
                  84   Regency Towers                                    Multifamily
                  85   Airport Office Center                             Office
                  86   Town Center at Timber Springs                     Retail
                  87   Sharpstown Garden Apartments                      Multifamily
                  88   International Paper Distribution - Marianna, FL   Industrial
                  89   Newport Superior Medical Bldg                     Office
                  90   Opus Pine Center                                  Retail
                  91   New Stanton Technology Park                       Industrial
                  92   The Pointe Office Building                        Office
                  93   Palm Gardens                                      Multifamily
                  94   University Plaza                                  Retail
                  95   1429 Walnut Street                                Office
                  96   International Paper - Kentwood, MI                Industrial
                  97   Storage Express - Lancaster, CA                   Self Storage
                  98   Eastern Commons                                   Retail
                  99   Forest Square at Carolina Forest                  Land
                 100   Cerritos Nissan                                   Retail
                 101   HCA-SunTrust                                      Office
                 102   San Mateo                                         Office
                 103   USA Managed Care Building                         Office
                 104   StorQuest Self Storage - Oxnard, CA               Self Storage
                 105   Best Western - Philadelphia, PA                   Hospitality
                 106   Walgreens - Wellington, FL                        Retail
                 107   Siena Canyon Square                               Retail
                 108   Concord Town Center Portfolio                     Retail
             108.001   Concord Town Center                               Retail
             108.002   Anchor Bank                                       Retail
                 109   Willow Grove - Extra Space Self Storage           Self Storage
                 110   Holiday Inn Express - Griffin, GA                 Hospitality
                 111   A-Cool Self Storage                               Self Storage
                 112   Linens 'N Things                                  Retail
                 113   Fieldcrest III Apartments                         Multifamily
                 114   Lumberton On The Lake                             Multifamily
                 115   CVS - Mobile, AL                                  Retail
                 116   Haverty's Square Retail Center                    Retail
                 117   Storage America Center                            Self Storage
                 118   SVN Multi-Tenant Office Building                  Office
                 119   San Bernardino County Building                    Office
                 120   Harbor Towers                                     Mixed Use
                 121   Southgate Shopping Center                         Retail
                 122   Portsmouth Business Center                        Industrial
                 123   Mission Towers                                    Mixed Use
                 124   The Fountains                                     Mixed Use
                 125   CVS - Baton Rouge, LA                             Retail
                 126   Value City Furniture                              Retail
                 127   5405 Data Court                                   Office
                 128   The Capital Center                                Office
                 129   181 Freeman Avenue                                Mixed Use
                 130   Alice G. Smith Retail Portfolio                   Retail
             130.001   Texas Tech Plaza                                  Retail
             130.002   Charter One Plaza                                 Retail
                 131   Fieldcrest I Apartments                           Multifamily
                 132   Advance Auto Stores - Biltmore Portfolio          Retail
             132.001   Advance Auto - Fayetteville, NC                   Retail
             132.002   Advance Auto - Henderson, NC                      Retail
             132.003   Advance Auto - Wake Forest, NC                    Retail
             132.004   Advance Auto - Kinston, NC                        Retail
                 133   Walgreens - Harvey, LA                            Retail
                 134   Walgreens - Penn Hills, PA                        Retail
                 135   Homestead Shopping Center                         Retail
                 136   Food 4 Less - Beaumont, CA                        Retail
                 137   Evanston Heights                                  Multifamily
                 138   90 Crossways Park West                            Office
                 139   350 Long Beach                                    Industrial
                 140   The Shoppes on Shugart Shopping Center            Retail
                 141   Fieldcrest II Apartments                          Multifamily
                 142   CVS - Chandler, AZ                                Retail
                 143   Park Lane Shopping Center                         Retail
                 144   828 Fullerton                                     Multifamily
                 145   Fox Flex Building                                 Industrial
                 146   Goettens Grove Phase II Plus Townhomes            Multifamily
                 147   The Shoppes at Horizon Park                       Retail
                 148   Magna Donnelly Corporation                        Industrial
                 149   Rothwood Apartments                               Multifamily
                 150   Amarillo Land Leases                              Land
                 151   400 Cox Road                                      Land
                 152   St. Anthony Village                               Retail
                 153   Woodland Crossing Shopping Center                 Retail
                 154   Days Inn - Shoreline, WA                          Hospitality
                 155   5396 School Road                                  Office
                 156   Cumberland Plaza                                  Retail
                 157   Walnut Park Shopping Center                       Retail
                 158   Dollar General - Crossville, TN                   Retail
                 159   Wenatchee Manorhouse Apartments                   Multifamily
                 160   Kmart - Sumter, SC                                Retail
                 161   Dollar General - Ardmore, TN                      Retail
                 162   Fred's and Tractor Supply                         Retail
                 163   Allegro Office Park                               Mixed Use
                 164   Plaza Aldine Shopping Center                      Retail
                 165   Atwood Plaza                                      Retail
                 166   Advance Auto - Columbia Heights, MN               Retail
                 167   Advance Auto - Fergus Falls, MN                   Retail

<CAPTION>
Mortgage Loan Number   Revised Rate for ARD Loan
--------------------   -------------------------------------------------------------------------------------
<S>                    <C>
                   1
               1.001
               1.002
               1.003
               1.004
                   2
                   3
               3.001
               3.002
                   4
               4.001
               4.002
               4.003
               4.004
               4.005
               4.006
               4.007
               4.008
               4.009
                4.01
               4.011
               4.012
               4.013
               4.014
               4.015
               4.016
               4.017
               4.018
               4.019
                4.02
               4.021
               4.022
               4.023
               4.024
               4.025
               4.026
               4.027
               4.028
               4.029
                4.03
               4.031
               4.032
               4.033
               4.034
               4.035
               4.036
               4.037
               4.038
               4.039
                4.04
               4.041
               4.042
               4.043
               4.044
               4.045
               4.046
               4.047
               4.048
               4.049
                4.05
               4.051
               4.052
               4.053
               4.054
               4.055
               4.056
               4.057
               4.058
               4.059
                4.06
               4.061
               4.062
               4.063
               4.064
               4.065
               4.066
               4.067
               4.068
               4.069
                4.07
               4.071
               4.072
               4.073
               4.074
               4.075
               4.076
               4.077
               4.078
               4.079
                4.08
               4.081
               4.082
               4.083
               4.084
               4.085
               4.086
               4.087
               4.088
               4.089
                4.09
               4.091
               4.092
               4.093
               4.094
               4.095
               4.096
               4.097
               4.098
               4.099
                 4.1
               4.101
               4.102
               4.103
               4.104
               4.105
               4.106
               4.107
               4.108
               4.109
                4.11
               4.111
               4.112
                   5
                   6
                   7
                   8
               8.001
               8.002
               8.003
               8.004
               8.005
               8.006
               8.007
               8.008
               8.009
                8.01
               8.011
               8.012
               8.013
               8.014
               8.015
               8.016
               8.017
               8.018
               8.019
                8.02
               8.021
               8.022
               8.023
               8.024
               8.025
               8.026
               8.027
               8.028
               8.029
                8.03
               8.031
               8.032
               8.033
               8.034
               8.035
               8.036
               8.037
               8.038
               8.039
                8.04
               8.041
               8.042
               8.043
               8.044
               8.045
               8.046
               8.047
               8.048
               8.049
                8.05
               8.051
               8.052
               8.053
               8.054
               8.055
               8.056
               8.057
               8.058
               8.059
                8.06
               8.061
               8.062
               8.063
               8.064
               8.065
               8.066
               8.067
               8.068
               8.069
                8.07
               8.071
               8.072
               8.073
               8.074
               8.075
               8.076
               8.077
               8.078
               8.079
                8.08
               8.081
               8.082
               8.083
               8.084
               8.085
               8.086
               8.087
               8.088
               8.089
                8.09
               8.091
               8.092
               8.093
               8.094
               8.095
               8.096
               8.097
               8.098
               8.099
                 8.1
               8.101
               8.102
               8.103
               8.104
               8.105
               8.106
               8.107
               8.108
               8.109
                8.11
               8.111
               8.112
               8.113
               8.114
               8.115
               8.116
               8.117
               8.118
               8.119
                8.12
               8.121
               8.122
               8.123
               8.124
               8.125
               8.126
               8.127
               8.128
               8.129
                8.13
                   9   Greater of 5.644% plus 3% or the Treasury Rate plus 3%--264,335.70 MDS during hyperam
               9.001
               9.002
                  10
                  11   Greater of 6.055% plus 3% or the Treasury Rate plus 3%
                  12
                  13
                  14
              14.001
              14.002
              14.003
                  15
                  16
                  17
                  18   Greater of 6.353% plus 3% or the Extended Term Treasury Rate plus 3%
                  19
                  20
                  21
                  22
              22.001
              22.002
                  23
                  24
                  25
                  26
                  27
                  28
                  29
                  30
                  31   Greater of 6.338% plus 3% or the Treasury Rate plus 3%
                  32   Greater of 6.16% plus 3% or the Extended Term Treasury Rate plus 3%
                  33
                  34
                  35   Greater of 6.266% plus 3% or the Extended Term Treasury Rate plus 3%
                  36
                  37
                  38
                  39
                  40   Greater of 6.42% plus 3.0% or TCMYI plus 3.0%
                  41
                  42
                  43   Greater of 5.85% plus 3.0% or TCMYI plus 3.0%
                  44
                  45
                  46   Greater of 5.75% plus 2% or Annualized Yield plus 3%
              46.001
              46.002
              46.003
                  47
                  48
                  49   Greater of 6.408% plus 3% or the Extended Term Treasury Rate plus 3%
                  50
                  51
                  52
                  54
              54.001
              54.002
                  55
                  56
                  57
                  58
                  59
                  60
                  61
                  62
                  63
                  64
                  65
                  66
                  67
                  68
                  69
                  70
                  71
                  72
              72.001
              72.002
                  73
                  74
                  75
                  76
                  77
                  78
                  79
                  80
                  81
                  82   Greater of 6.05% plus 3% or the Extended Term Treasury Rate plus 3%
                  83
                  84
                  85
                  86   Greater of 5.86% plus 3.0% or TCMYI plus 3.0%
                  87
                  88
                  89
                  90
                  91
                  92
                  93
                  94
                  95
                  96   Greater of 6.017% plus 3% or the Extended Term Treasury Rate plus 3%
                  97
                  98
                  99
                 100
                 101
                 102
                 103
                 104
                 105
                 106
                 107
                 108
             108.001
             108.002
                 109
                 110
                 111
                 112
                 113
                 114
                 115   Greater of 5.23% plus 2.0% or TCMYI plus 2.0%
                 116   Greater of 6.079% plus 3% or the Extended Term Treasury Rate plus 3%
                 117
                 118
                 119
                 120   Greater of 5.91% plus 3% or the Treasury Rate plus 3%
                 121
                 122   Greater of 6.05% plus 3% or the Extended Term Treasury Rate plus 3%
                 123
                 124
                 125   Greater of 5.33% plus 2.0% or TCMYI plus 2.0%
                 126   Greater of 5.934% plus 3% or the Extended Term Treasury Rate plus 3%
                 127
                 128
                 129
                 130
             130.001
             130.002
                 131
                 132   Greater of 6.359% plus 3% or the Extended Term Treasury Rate plus 3%
             132.001
             132.002
             132.003
             132.004
                 133   Greater of 5.33% plus 2.0% or TCMYI plus 2.0%
                 134   Greater of 5.28% plus 2.0% or TCMYI plus 2.0%
                 135
                 136
                 137
                 138
                 139
                 140
                 141
                 142   Greater of 5.28% plus 2.0% or TCMYI plus 2.0%
                 143
                 144
                 145
                 146
                 147
                 148
                 149
                 150
                 151
                 152
                 153
                 154
                 155
                 156
                 157
                 158   Greater of 5.75% plus 2.0% or TCMYI plus 2.0%
                 159
                 160
                 161   Greater of 5.79% plus 2.0% or TCMYI plus 2.0%
                 162
                 163
                 164
                 165
                 166   Greater of 5.83% plus 2.0% or TCMYI plus 2.0%
                 167   Greater of 5.83% plus 2.0% or TCMYI plus 2.0%

<CAPTION>
Mortgage Loan Number   Original Loan Balance ($)   Original Amort Term (Mos.)   Remaining Amort Term (Mos.)   Letter of Credit
--------------------   -------------------------   --------------------------   ---------------------------   ----------------
<S>                    <C>                         <C>                          <C>                           <C>
                   1                 200,000,000                           IO                            IO                  N
               1.001                 188,881,734
               1.002                   6,181,584
               1.003                   4,121,056
               1.004                     815,626
                   2                 115,000,000                           IO                            IO                  N
                   3                 100,000,000                           IO                            IO                  N
               3.001                  66,150,000
               3.002                  33,850,000
                   4                  86,413,753                          360                           354                  N
               4.001                   2,262,093
               4.002                   2,237,899
               4.003                   1,669,352
               4.004                   1,395,965
               4.005                   1,288,304
               4.006                   1,270,159
               4.007                   1,264,111
               4.008                   1,209,675
               4.009                   1,161,288
                4.01                   1,092,337
               4.011                   1,081,450
               4.012                   1,040,321
               4.013                   1,022,175
               4.014                   1,022,175
               4.015                   1,022,175
               4.016                   1,018,547
               4.017                   1,016,127
               4.018                   1,004,030
               4.019                     979,837
                4.02                     979,837
               4.021                     979,837
               4.022                     978,627
               4.023                     967,740
               4.024                     925,402
               4.025                     907,256
               4.026                     907,256
               4.027                     895,160
               4.028                     877,015
               4.029                     867,337
                4.03                     863,708
               4.031                     846,773
               4.032                     839,515
               4.033                     837,095
               4.034                     822,579
               4.035                     822,579
               4.036                     816,531
               4.037                     813,507
               4.038                     810,482
               4.039                     810,482
                4.04                     810,482
               4.041                     810,482
               4.042                     810,482
               4.043                     808,063
               4.044                     802,015
               4.045                     795,966
               4.046                     789,918
               4.047                     786,289
               4.048                     786,289
               4.049                     780,241
                4.05                     768,144
               4.051                     768,144
               4.052                     762,095
               4.053                     762,095
               4.054                     762,095
               4.055                     756,047
               4.056                     749,999
               4.057                     743,950
               4.058                     737,902
               4.059                     729,434
                4.06                     725,805
               4.061                     720,966
               4.062                     716,128
               4.063                     713,708
               4.064                     707,660
               4.065                     707,660
               4.066                     707,660
               4.067                     707,660
               4.068                     689,515
               4.069                     683,466
                4.07                     683,466
               4.071                     683,466
               4.072                     679,838
               4.073                     667,741
               4.074                     665,321
               4.075                     660,483
               4.076                     641,128
               4.077                     638,708
               4.078                     629,031
               4.079                     629,031
                4.08                     629,031
               4.081                     619,354
               4.082                     616,934
               4.083                     610,886
               4.084                     604,838
               4.085                     598,789
               4.086                     595,160
               4.087                     590,321
               4.088                     586,692
               4.089                     585,483
                4.09                     562,499
               4.091                     546,773
               4.092                     545,564
               4.093                     544,354
               4.094                     505,644
               4.095                     494,757
               4.096                     492,338
               4.097                     471,773
               4.098                     459,677
               4.099                     441,531
                 4.1                     441,531
               4.101                     436,693
               4.102                     423,386
               4.103                     423,386
               4.104                     410,080
               4.105                     374,999
               4.106                     362,903
               4.107                     350,806
               4.108                     325,403
               4.109                     280,645
                4.11                     266,129
               4.111                     216,532
               4.112                     193,548
                   5                  85,400,000                          360                           360                  N
                   6                  70,000,000                          360                           359                  N
                   7                  65,000,000                          360                           360                  N
                   8                  61,985,000                          360                           360                  N
               8.001                     881,032
               8.002                     759,771
               8.003                     727,562
               8.004                     725,645
               8.005                     714,071
               8.006                     694,574
               8.007                     688,854
               8.008                     687,033
               8.009                     679,071
                8.01                     660,412
               8.011                     658,545
               8.012                     655,585
               8.013                     651,251
               8.014                     647,664
               8.015                     638,988
               8.016                     634,345
               8.017                     630,254
               8.018                     624,408
               8.019                     623,354
                8.02                     617,445
               8.021                     606,301
               8.022                     600,954
               8.023                     599,552
               8.024                     598,083
               8.025                     596,179
               8.026                     592,886
               8.027                     592,437
               8.028                     589,249
               8.029                     587,354
                8.03                     587,354
               8.031                     584,385
               8.032                     583,563
               8.033                     574,159
               8.034                     574,092
               8.035                     573,144
               8.036                     568,408
               8.037                     564,760
               8.038                     563,168
               8.039                     561,547
                8.04                     561,542
               8.041                     558,934
               8.042                     558,402
               8.043                     551,383
               8.044                     549,678
               8.045                     549,461
               8.046                     542,983
               8.047                     537,369
               8.048                     536,198
               8.049                     534,567
                8.05                     530,237
               8.051                     529,588
               8.052                     525,783
               8.053                     523,108
               8.054                     521,040
               8.055                     519,146
               8.056                     516,880
               8.057                     513,044
               8.058                     512,609
               8.059                     511,567
                8.06                     511,567
               8.061                     511,567
               8.062                     511,567
               8.063                     509,712
               8.064                     509,443
               8.065                     507,025
               8.066                     502,497
               8.067                     502,093
               8.068                     499,467
               8.069                     498,192
                8.07                     496,775
               8.071                     492,620
               8.072                     492,328
               8.073                     487,236
               8.074                     486,844
               8.075                     486,835
               8.076                     485,397
               8.077                     484,121
               8.078                     483,146
               8.079                     479,520
                8.08                     479,217
               8.081                     475,554
               8.082                     471,524
               8.083                     471,014
               8.084                     470,090
               8.085                     469,523
               8.086                     469,130
               8.087                     468,864
               8.088                     464,755
               8.089                     463,483
                8.09                     460,671
               8.091                     459,154
               8.092                     457,141
               8.093                     450,144
               8.094                     440,526
               8.095                     436,502
               8.096                     436,228
               8.097                     436,104
               8.098                     435,871
               8.099                     435,779
                 8.1                     435,779
               8.101                     433,059
               8.102                     431,157
               8.103                     426,306
               8.104                     424,838
               8.105                     416,832
               8.106                     416,832
               8.107                     413,797
               8.108                     407,359
               8.109                     406,411
                8.11                     389,277
               8.111                     387,142
               8.112                     364,735
               8.113                     359,727
               8.114                     251,941
               8.115                     139,299
               8.116                     135,772
               8.117                     135,184
               8.118                     129,307
               8.119                     126,368
                8.12                     113,143
               8.121                     108,148
               8.122                      99,919
               8.123                      86,988
               8.124                      82,874
               8.125                      82,286
               8.126                      70,531
               8.127                      70,531
               8.128                      70,531
               8.129                      60,539
                8.13                      38,204
                   9                  54,000,000                           IO                            IO                  N
               9.001                  44,700,000
               9.002                   9,300,000
                  10                  53,110,720                          360                           360                  N
                  11                  45,000,000                          360                           360                  N
                  12                  44,000,000                          360                           360                  N
                  13                  40,000,000                           IO                            IO                  N
                  14                  37,500,000                          360                           357                  N
              14.001                  15,708,595
              14.002                  15,217,921
              14.003                   6,573,484
                  15                  36,000,000                           IO                            IO                  N
                  16                  34,444,000                           IO                            IO                  N
                  17                  32,500,000                          360                           360                  N
                  18                  31,200,000                          360                           360                  N
                  19                  29,000,000                          360                           360                  N
                  20                  28,450,000                           IO                            IO                  N
                  21                  28,000,000                          360                           360                  N
                  22                  27,594,000                           IO                            IO                  N
              22.001
              22.002
                  23                  26,500,000                          360                           360                  N
                  24                  26,000,000                           IO                            IO                  N
                  25                  26,000,000                           IO                            IO                  N
                  26                  25,900,000                           IO                            IO                  N
                  27                  25,000,000                           IO                            IO                  N
                  28                  23,500,000                          360                           360                  N
                  29                  22,800,000                          420                           420                  N
                  30                  22,715,000                           IO                            IO                  N
                  31                  20,240,000                          360                           360                  N
                  32                  20,200,000                          360                           360                  N
                  33                  20,000,000                          360                           360                  N
                  34                  20,000,000                          240                           239                  N
                  35                  19,950,000                          360                           354                  N
                  36                  19,320,000                          420                           420                  N
                  37                  19,000,000                           IO                            IO                  N
                  38                  18,400,000                           IO                            IO                  N
                  39                  16,725,000                          360                           360                  N
                  40                  16,510,000                           IO                            IO                  N
                  41                  16,400,000                          360                           360                  N
                  42                  16,250,000                          360                           360                  N
                  43                  16,000,000                           IO                            IO                  N
                  44                  16,000,000                          360                           360                  Y
                  45                  16,185,000                          360                           346                  N
                  46                  15,750,000                          360                           354                  N
              46.001                   6,909,198
              46.002                   4,606,132
              46.003                   4,234,670
                  47                  15,200,000                          360                           360                  N
                  48                  14,950,000                           IO                            IO                  N
                  49                  14,800,000                          360                           360                  N
                  50                  14,500,000                           IO                            IO                  N
                  51                  14,500,000                          360                           360                  N
                  52                  14,325,000                          360                           360                  Y
                  54                  14,000,000                           IO                            IO                  N
              54.001                   9,556,886
              54.002                   4,443,114
                  55                  13,000,000                          360                           360                  N
                  56                  12,800,000                          360                           360                  N
                  57                  12,780,000                          360                           360                  N
                  58                  12,200,000                          360                           355                  N
                  59                  11,725,000                          360                           360                  N
                  60                  11,680,000                           IO                            IO                  N
                  61                  11,610,000                           IO                            IO                  N
                  62                  11,500,000                          336                           336                  N
                  63                  11,015,000                          360                           360                  N
                  64                  11,000,000                          360                           358                  N
                  65                  10,600,000                          420                           420                  N
                  66                  10,500,000                          360                           359                  N
                  67                  10,200,000                          300                           298                  N
                  68                  10,000,000                          360                           360                  N
                  69                  10,000,000                           IO                            IO                  N
                  70                   9,960,000                           IO                            IO                  N
                  71                   9,750,000                          360                           358                  N
                  72                   9,540,000                          360                           360                  N
              72.001
              72.002
                  73                   9,400,000                          240                           238                  N
                  74                   9,325,000                           IO                            IO                  N
                  75                   9,300,000                          360                           356                  N
                  76                   9,160,000                          360                           360                  N
                  77                   8,975,000                          360                           360                  N
                  78                   8,500,000                           IO                            IO                  N
                  79                   8,350,000                           IO                            IO                  N
                  80                   8,280,000                          360                           360                  N
                  81                   8,120,000                           IO                            IO                  N
                  82                   8,100,000                          360                           360                  N
                  83                   8,000,000                          300                           300                  N
                  84                   8,000,000                          360                           352                  N
                  85                   7,800,000                          360                           360                  N
                  86                   7,767,500                           IO                            IO                  N
                  87                   7,650,000                          360                           360                  N
                  88                   7,600,000                           IO                            IO                  N
                  89                   7,500,000                          360                           360                  N
                  90                   7,500,000                          420                           420                  N
                  91                   7,500,000                          360                           351                  N
                  92                   7,250,000                          360                           360                  N
                  93                   6,800,000                          360                           360                  N
                  94                   6,800,000                          360                           360                  N
                  95                   6,400,000                          360                           360                  N
                  96                   6,300,000                          360                           360                  N
                  97                   6,000,000                          360                           360                  N
                  98                   5,700,000                          360                           356                  N
                  99                   5,600,000                          300                           299                  N
                 100                   5,500,000                           IO                            IO                  N
                 101                   5,500,000                          360                           360                  N
                 102                   5,500,000                          360                           360                  N
                 103                   5,500,000                          360                           360                  N
                 104                   5,250,000                           IO                            IO                  N
                 105                   5,200,000                          360                           359                  N
                 106                   5,000,000                          360                           360                  N
                 107                   4,900,000                          360                           360                  N
                 108                   4,850,000                          360                           360                  N
             108.001
             108.002
                 109                   4,800,000                           IO                            IO                  N
                 110                   4,725,000                          300                           299                  N
                 111                   4,500,000                          360                           358                  N
                 112                   4,355,000                          360                           360                  N
                 113                   4,315,000                          360                           360                  N
                 114                   4,300,000                          360                           360                  N
                 115                   4,277,000                           IO                            IO                  N
                 116                   4,230,000                          360                           360                  N
                 117                   4,200,000                           IO                            IO                  N
                 118                   4,200,000                          360                           360                  N
                 119                   4,200,000                          360                           359                  N
                 120                   4,100,000                          360                           360                  N
                 121                   4,000,000                          360                           360                  N
                 122                   4,000,000                          360                           358                  N
                 123                   4,000,000                          360                           355                  N
                 124                   3,940,000                          360                           360                  N
                 125                   3,933,000                           IO                            IO                  N
                 126                   3,825,000                          360                           360                  N
                 127                   3,700,000                          360                           360                  N
                 128                   3,675,000                          360                           360                  N
                 129                   3,618,000                          360                           360                  N
                 130                   3,600,000                          360                           360                  N
             130.001                   2,100,000
             130.002                   1,500,000
                 131                   3,600,000                          360                           360                  N
                 132                   3,570,000                          300                           295                  N
             132.001
             132.002
             132.003
             132.004
                 133                   3,543,000                           IO                            IO                  N
                 134                   3,467,000                           IO                            IO                  N
                 135                   3,480,000                          300                           297                  N
                 136                   3,450,000                          360                           358                  N
                 137                   3,400,000                          300                           300                  N
                 138                   3,350,000                          360                           360                  N
                 139                   3,300,000                          360                           360                  N
                 140                   3,360,000                          360                           341                  N
                 141                   3,240,000                          360                           360                  N
                 142                   3,206,000                           IO                            IO                  N
                 143                   3,200,000                          360                           360                  N
                 144                   3,125,000                          360                           360                  N
                 145                   3,080,000                          360                           360                  N
                 146                   3,000,000                          360                           358                  N
                 147                   2,800,000                          360                           360                  N
                 148                   2,750,000                          360                           358                  N
                 149                   2,700,000                          360                           360                  N
                 150                   2,700,000                          360                           359                  N
                 151                   2,700,000                          264                           263                  N
                 152                   2,650,000                          360                           360                  N
                 153                   2,510,000                          360                           360                  N
                 154                   2,300,000                          300                           296                  N
                 155                   2,250,000                          360                           360                  N
                 156                   2,240,000                          360                           359                  N
                 157                   2,100,000                          300                           299                  N
                 158                   1,950,000                           IO                            IO                  N
                 159                   1,900,000                          360                           360                  N
                 160                   1,900,000                          300                           285                  Y
                 161                   1,804,000                           IO                            IO                  N
                 162                   1,450,000                          360                           359                  N
                 163                   1,260,000                          360                           354                  N
                 164                   1,200,000                          360                           349                  N
                 165                   1,100,000                           IO                            IO                  N
                 166                   1,038,000                           IO                            IO                  N
                 167                     722,000                           IO                            IO                  N

<CAPTION>
Mortgage Loan Number   Current Tax Balance   On-going Tax Escrow - Monthly   Current Insurance Balance
--------------------   -------------------   -----------------------------   -------------------------
<S>                    <C>                   <C>                             <C>
                   1
               1.001
               1.002
               1.003
               1.004
                   2             1,320,123                         330,031                     159,599
                   3                52,509                          52,509
               3.001
               3.002
                   4
               4.001
               4.002
               4.003
               4.004
               4.005
               4.006
               4.007
               4.008
               4.009
                4.01
               4.011
               4.012
               4.013
               4.014
               4.015
               4.016
               4.017
               4.018
               4.019
                4.02
               4.021
               4.022
               4.023
               4.024
               4.025
               4.026
               4.027
               4.028
               4.029
                4.03
               4.031
               4.032
               4.033
               4.034
               4.035
               4.036
               4.037
               4.038
               4.039
                4.04
               4.041
               4.042
               4.043
               4.044
               4.045
               4.046
               4.047
               4.048
               4.049
                4.05
               4.051
               4.052
               4.053
               4.054
               4.055
               4.056
               4.057
               4.058
               4.059
                4.06
               4.061
               4.062
               4.063
               4.064
               4.065
               4.066
               4.067
               4.068
               4.069
                4.07
               4.071
               4.072
               4.073
               4.074
               4.075
               4.076
               4.077
               4.078
               4.079
                4.08
               4.081
               4.082
               4.083
               4.084
               4.085
               4.086
               4.087
               4.088
               4.089
                4.09
               4.091
               4.092
               4.093
               4.094
               4.095
               4.096
               4.097
               4.098
               4.099
                 4.1
               4.101
               4.102
               4.103
               4.104
               4.105
               4.106
               4.107
               4.108
               4.109
                4.11
               4.111
               4.112
                   5                                               973,507
                   6               115,497                          23,099                     193,703
                   7               670,518                         134,104                     123,704
                   8
               8.001
               8.002
               8.003
               8.004
               8.005
               8.006
               8.007
               8.008
               8.009
                8.01
               8.011
               8.012
               8.013
               8.014
               8.015
               8.016
               8.017
               8.018
               8.019
                8.02
               8.021
               8.022
               8.023
               8.024
               8.025
               8.026
               8.027
               8.028
               8.029
                8.03
               8.031
               8.032
               8.033
               8.034
               8.035
               8.036
               8.037
               8.038
               8.039
                8.04
               8.041
               8.042
               8.043
               8.044
               8.045
               8.046
               8.047
               8.048
               8.049
                8.05
               8.051
               8.052
               8.053
               8.054
               8.055
               8.056
               8.057
               8.058
               8.059
                8.06
               8.061
               8.062
               8.063
               8.064
               8.065
               8.066
               8.067
               8.068
               8.069
                8.07
               8.071
               8.072
               8.073
               8.074
               8.075
               8.076
               8.077
               8.078
               8.079
                8.08
               8.081
               8.082
               8.083
               8.084
               8.085
               8.086
               8.087
               8.088
               8.089
                8.09
               8.091
               8.092
               8.093
               8.094
               8.095
               8.096
               8.097
               8.098
               8.099
                 8.1
               8.101
               8.102
               8.103
               8.104
               8.105
               8.106
               8.107
               8.108
               8.109
                8.11
               8.111
               8.112
               8.113
               8.114
               8.115
               8.116
               8.117
               8.118
               8.119
                8.12
               8.121
               8.122
               8.123
               8.124
               8.125
               8.126
               8.127
               8.128
               8.129
                8.13
                   9               124,570                          62,285                      98,170
               9.001
               9.002
                  10               258,424                          43,071                      19,874
                  11                20,584                          10,292
                  12                                                                            99,027
                  13                89,816                          22,454
                  14               388,787                          64,798
              14.001
              14.002
              14.003
                  15               251,659                          83,886
                  16                67,763                          22,588                      69,018
                  17                67,500                          33,750                      49,936
                  18               176,949                          41,760                      18,171
                  19               194,124                          48,531
                  20               528,143                          44,012                      21,522
                  21               156,535                          39,074                      16,669
                  22                68,087                          22,696                      73,014
              22.001
              22.002
                  23               305,160                          22,917                      12,586
                  24                28,158                           9,386                      16,060
                  25               108,172                          18,029                       7,382
                  26               164,547                          41,137                      10,853
                  27
                  28               212,543                          17,838                     198,106
                  29                26,164                          13,082                      17,271
                  30                42,178                          14,059                      45,370
                  31
                  32                 3,391                          39,426                     127,103
                  33                                                                            26,761
                  34               102,415                          20,483                      50,000
                  35
                  36                64,070                          12,874
                  37                16,544                           3,309                      10,817
                  38                22,104                          22,104                      18,257
                  39                10,233                          10,233                      51,521
                  40               280,337                          25,485                      37,000
                  41               111,480                          27,870                       7,055
                  42               182,482                          36,496
                  43                48,270                          12,068
                  44                                                                            53,820
                  45
                  46
              46.001
              46.002
              46.003
                  47                                                24,400
                  48
                  49               114,888                          26,670                      76,671
                  50                                                 4,208
                  51                16,283                           5,428                      13,498
                  52                40,017                          17,033                      37,154
                  54               168,933                          14,079                      36,273
              54.001
              54.002
                  55   -54,959                                       4,975
                  56               148,475                          29,695
                  57                71,638                           7,969                       4,518
                  58                32,885                          16,443                      55,159
                  59                69,838                          17,460                       8,945
                  60               422,554                          35,213                       8,329
                  61                                                10,465
                  62                51,162                          21,311                      39,125
                  63               220,755                          20,069                      66,259
                  64                57,293                          13,878                      17,635
                  65                 7,513                             835                       7,496
                  66                                                29,963                      20,884
                  67                 3,948                           1,974                      14,336
                  68
                  69                39,913                           9,328                      25,055
                  70                                                 9,897
                  71
                  72                                                25,739                      34,778
              72.001
              72.002
                  73               174,396                          13,050                      10,264
                  74                                                11,183
                  75               235,107                          21,373                       4,722
                  76                42,137                           6,020                       3,476
                  77               153,718                          12,810                       7,459
                  78                29,487                          10,371                      10,138
                  79                 9,294                           4,647
                  80                34,600                           4,724                      19,246
                  81                 9,331                           9,331
                  82
                  83                49,858                           4,533                      99,279
                  84               107,461                          17,876                      38,738
                  85                                                17,318                       3,522
                  86                81,250                           6,250                      16,765
                  87               126,501                          12,650                     126,449
                  88
                  89
                  90                33,817                          11,272                       1,030
                  91                16,334                           9,323                      34,666
                  92                13,696                           6,848                      29,815
                  93
                  94                                                 4,516
                  95               116,510                          11,651                      10,028
                  96                                                                             1,869
                  97                 3,643                           3,023                       7,422
                  98                19,426                           3,396                       6,779
                  99
                 100
                 101                 5,877                           2,725
                 102                                                 8,163
                 103                39,919                           4,435                      24,012
                 104                20,657                           4,131
                 105                49,363                           4,936
                 106
                 107                19,191                           3,798                       5,290
                 108                23,122                           3,303                       2,658
             108.001
             108.002
                 109                33,056                           6,611
                 110                 3,262                           3,262                       2,935
                 111                22,786                           1,899                      16,083
                 112
                 113                 6,684                           1,671                      17,040
                 114
                 115
                 116                13,523                           3,827                         380
                 117                                                 6,147
                 118                69,515                           9,931                       7,317
                 119                12,472                           4,157                         427
                 120                24,524                           2,175                         572
                 121                32,583                          10,555
                 122                                                 4,303                       4,980
                 123                49,862                           6,118                       4,786
                 124                49,949                           4,162                       3,654
                 125
                 126
                 127                20,585                          10,292                       2,805
                 128               102,938                          14,059                       7,847
                 129                28,392                          14,196                      15,327
                 130                44,788                           4,723                       2,166
             130.001
             130.002
                 131                 4,919                           1,230                      17,709
                 132                 3,698                           2,625                       2,622
             132.001
             132.002
             132.003
             132.004
                 133
                 134
                 135                37,977                           3,798                      13,712
                 136
                 137                12,983                           4,328                      11,479
                 138                35,839                          10,571                       2,955
                 139                21,391                           4,069
                 140                54,851                           3,044                       5,394
                 141                 4,402                           1,101                      18,002
                 142
                 143                13,092                           4,936                      20,000
                 144                 2,886                             722                       6,152
                 145                                                 3,873                      13,318
                 146                 9,768                           3,256                       2,571
                 147                14,694                           3,118                         355
                 148
                 149                39,270                           3,570                      12,382
                 150
                 151                29,638                           2,280
                 152                                                                             2,654
                 153                 4,150                           2,075                       3,250
                 154                14,176                           2,440                       5,448
                 155                52,753                           3,559                      81,025
                 156                 2,136                           2,136                       3,276
                 157                                                 5,701                      24,727
                 158
                 159                19,844                           2,205                       5,190
                 160
                 161
                 162                  0.53                           3,179                       2,753
                 163                 8,080                             673                       1,779
                 164                22,981                           2,089                       2,570
                 165
                 166
                 167

<CAPTION>
Mortgage Loan Number   On-going Insurance Escrow - Monthly   Current Deferred Maintenance Balance   Deferred Maintenance Escrow
--------------------   -----------------------------------   ------------------------------------   ---------------------------
<S>                    <C>                                   <C>                                    <C>
                   1
               1.001
               1.002
               1.003
               1.004
                   2                                17,733
                   3                                                                      125,364                       125,150
               3.001
               3.002
                   4                                                                                                    482,265
               4.001
               4.002                                                                                                      3,875
               4.003
               4.004
               4.005
               4.006
               4.007
               4.008
               4.009                                                                                                     16,625
                4.01
               4.011
               4.012                                                                                                      2,188
               4.013                                                                                                     15,000
               4.014                                                                                                      6,250
               4.015                                                                                                      8,550
               4.016
               4.017
               4.018                                                                                                      9,194
               4.019
                4.02                                                                                                      3,125
               4.021
               4.022                                                                                                     13,906
               4.023
               4.024
               4.025
               4.026
               4.027
               4.028                                                                                                      1,875
               4.029
                4.03                                                                                                     21,250
               4.031                                                                                                     12,125
               4.032
               4.033
               4.034                                                                                                      2,750
               4.035
               4.036
               4.037                                                                                                     10,313
               4.038                                                                                                     16,000
               4.039
                4.04                                                                                                      6,250
               4.041                                                                                                      3,125
               4.042                                                                                                      2,500
               4.043                                                                                                      2,250
               4.044                                                                                                      4,063
               4.045                                                                                                      7,500
               4.046
               4.047
               4.048                                                                                                      1,250
               4.049
                4.05
               4.051
               4.052
               4.053                                                                                                      4,000
               4.054                                                                                                     22,563
               4.055                                                                                                     72,698
               4.056
               4.057
               4.058
               4.059                                                                                                     21,238
                4.06                                                                                                      4,688
               4.061                                                                                                      6,250
               4.062
               4.063
               4.064
               4.065
               4.066                                                                                                      7,813
               4.067                                                                                                      1,250
               4.068
               4.069                                                                                                      2,881
                4.07                                                                                                      1,875
               4.071
               4.072                                                                                                     13,250
               4.073                                                                                                      4,250
               4.074
               4.075
               4.076
               4.077                                                                                                     10,111
               4.078
               4.079
                4.08                                                                                                      3,125
               4.081
               4.082                                                                                                      7,813
               4.083                                                                                                     13,125
               4.084
               4.085
               4.086                                                                                                     12,250
               4.087                                                                                                      1,875
               4.088
               4.089                                                                                                     17,500
                4.09                                                                                                      6,731
               4.091
               4.092
               4.093                                                                                                     21,856
               4.094
               4.095                                                                                                     14,000
               4.096
               4.097                                                                                                      3,688
               4.098                                                                                                      1,250
               4.099                                                                                                      3,250
                 4.1                                                                                                      4,813
               4.101                                                                                                      1,625
               4.102                                                                                                      1,250
               4.103
               4.104                                                                                                      1,250
               4.105
               4.106
               4.107
               4.108                                                                                                     22,788
               4.109
                4.11                                                                                                      1,250
               4.111
               4.112
                   5                               116,995
                   6                                42,889                                109,625                       109,625
                   7                                 9,516
                   8
               8.001
               8.002
               8.003
               8.004
               8.005
               8.006
               8.007
               8.008
               8.009
                8.01
               8.011
               8.012
               8.013
               8.014
               8.015
               8.016
               8.017
               8.018
               8.019
                8.02
               8.021
               8.022
               8.023
               8.024
               8.025
               8.026
               8.027
               8.028
               8.029
                8.03
               8.031
               8.032
               8.033
               8.034
               8.035
               8.036
               8.037
               8.038
               8.039
                8.04
               8.041
               8.042
               8.043
               8.044
               8.045
               8.046
               8.047
               8.048
               8.049
                8.05
               8.051
               8.052
               8.053
               8.054
               8.055
               8.056
               8.057
               8.058
               8.059
                8.06
               8.061
               8.062
               8.063
               8.064
               8.065
               8.066
               8.067
               8.068
               8.069
                8.07
               8.071
               8.072
               8.073
               8.074
               8.075
               8.076
               8.077
               8.078
               8.079
                8.08
               8.081
               8.082
               8.083
               8.084
               8.085
               8.086
               8.087
               8.088
               8.089
                8.09
               8.091
               8.092
               8.093
               8.094
               8.095
               8.096
               8.097
               8.098
               8.099
                 8.1
               8.101
               8.102
               8.103
               8.104
               8.105
               8.106
               8.107
               8.108
               8.109
                8.11
               8.111
               8.112
               8.113
               8.114
               8.115
               8.116
               8.117
               8.118
               8.119
                8.12
               8.121
               8.122
               8.123
               8.124
               8.125
               8.126
               8.127
               8.128
               8.129
                8.13
                   9                                39,269
               9.001
               9.002
                  10                                 6,625
                  11
                  12                                 8,252
                  13
                  14                                                                      132,516                       132,017
              14.001
              14.002
              14.003
                  15
                  16                                 8,612                                 35,034                        35,034
                  17                                 6,242
                  18                                 6,292
                  19                                                                       14,438                        14,438
                  20                                 2,691
                  21                                 2,382
                  22                                 9,483                                 92,275                        92,275
              22.001
              22.002
                  23                                 3,147
                  24                                 5,353                                 22,500                        22,500
                  25                                 1,230                                 30,026                        30,000
                  26                                 5,427
                  27
                  28                                13,447
                  29                                 1,570
                  30                                 5,684                                118,414                       118,414
                  31                                     0
                  32                                 1,894
                  33                                 2,433
                  34                                                                       91,870                        91,870
                  35
                  36
                  37                                   832
                  38                                 2,283
                  39                                 5,725                                 38,889                        38,863
                  40                                 4,417
                  41                                 1,411
                  42
                  43
                  44                                 4,485
                  45
                  46
              46.001
              46.002
              46.003
                  47                                16,194                                                               25,000
                  48
                  49                                 9,109                                123,750
                  50
                  51                                 1,687
                  52                                 2,654
                  54                                 4,535                                  5,625                         5,625
              54.001
              54.002
                  55
                  56                                                                        7,685                         7,685
                  57                                 1,581                                 31,500                        31,500
                  58                                 4,243
                  59                                 2,982
                  60                                 1,042
                  61
                  62                                 4,891                                 12,500                        12,500
                  63                                 5,522
                  64                                 3,527
                  65                                 1,874
                  66                                 2,983                                305,400                       305,400
                  67                                 1,195
                  68
                  69                                 3,265
                  70                                                                       87,780                        87,780
                  71
                  72                                 4,211
              72.001
              72.002
                  73                                 1,026
                  74                                                                                                    185,298
                  75                                 1,180
                  76                                 2,287
                  77                                 1,492
                  78                                 1,690
                  79
                  80                                 2,706                                                               26,875
                  81                                                                       26,328                        26,328
                  82
                  83                                10,997
                  84                                 3,899                                550,882                       548,365
                  85                                 1,761
                  86                                 5,505
                  87                                19,242                                  6,250                         6,250
                  88
                  89
                  90                                   515
                  91                                 3,470                                                                3,875
                  92                                 4,259
                  93
                  94
                  95                                 1,433                                  8,000                         8,000
                  96                                   623
                  97                                   899
                  98                                   753
                  99
                 100
                 101
                 102
                 103                                 2,001                                  1,563                         1,563
                 104
                 105
                 106
                 107                                   588
                 108                                   886
             108.001
             108.002
                 109
                 110                                 1,468
                 111                                 2,298
                 112
                 113                                 3,025                                202,350                       202,350
                 114
                 115
                 116                                   750                                                               11,063
                 117                                   802
                 118                                 1,219
                 119                                   427
                 120                                   572
                 121
                 122                                   652
                 123                                   694                                 22,100                        22,100
                 124                                 1,218
                 125
                 126
                 127                                   468                                  6,100                         6,100
                 128                                 1,121                                 79,375                        79,375
                 129                                 2,602
                 130                                   722
             130.001
             130.002
                 131                                 3,159                                239,500                       239,500
                 132                                   327                                                                3,650
             132.001
             132.002
             132.003
             132.004
                 133
                 134
                 135                                 2,147
                 136
                 137                                 3,826                                 21,250                        21,250
                 138                                                                       25,000                        25,000
                 139
                 140                                   567
                 141                                 3,217                                245,559                       245,559
                 142
                 143                                 2,000
                 144                                   942
                 145                                 1,110
                 146                                   643
                 147                                   118                                 16,122                        16,122
                 148
                 149                                 2,520
                 150
                 151
                 152                                   531
                 153                                   250
                 154                                   605
                 155                                 3,289
                 156                                   273
                 157                                 2,248                                 22,500                        22,500
                 158
                 159                                 1,038                                 72,000                        72,000
                 160
                 161
                 162                                   459
                 163                                   293
                 164                                   198
                 165                                                                       78,956                       200,000
                 166
                 167

<CAPTION>
Mortgage Loan Number   Current Capex Balance   On-going Capex Escrow - Monthly
--------------------   ---------------------   -------------------------------------------------------
<S>                    <C>                     <C>
                   1
               1.001
               1.002
               1.003
               1.004
                   2                  15,548                                                    15,548
                   3                                                                             3,696
               3.001
               3.002
                   4
               4.001
               4.002
               4.003
               4.004
               4.005
               4.006
               4.007
               4.008
               4.009
                4.01
               4.011
               4.012
               4.013
               4.014
               4.015
               4.016
               4.017
               4.018
               4.019
                4.02
               4.021
               4.022
               4.023
               4.024
               4.025
               4.026
               4.027
               4.028
               4.029
                4.03
               4.031
               4.032
               4.033
               4.034
               4.035
               4.036
               4.037
               4.038
               4.039
                4.04
               4.041
               4.042
               4.043
               4.044
               4.045
               4.046
               4.047
               4.048
               4.049
                4.05
               4.051
               4.052
               4.053
               4.054
               4.055
               4.056
               4.057
               4.058
               4.059
                4.06
               4.061
               4.062
               4.063
               4.064
               4.065
               4.066
               4.067
               4.068
               4.069
                4.07
               4.071
               4.072
               4.073
               4.074
               4.075
               4.076
               4.077
               4.078
               4.079
                4.08
               4.081
               4.082
               4.083
               4.084
               4.085
               4.086
               4.087
               4.088
               4.089
                4.09
               4.091
               4.092
               4.093
               4.094
               4.095
               4.096
               4.097
               4.098
               4.099
                 4.1
               4.101
               4.102
               4.103
               4.104
               4.105
               4.106
               4.107
               4.108
               4.109
                4.11
               4.111
               4.112
                   5
                   6                                                                            58,488
                   7                                                                             8,957
                   8
               8.001
               8.002
               8.003
               8.004
               8.005
               8.006
               8.007
               8.008
               8.009
                8.01
               8.011
               8.012
               8.013
               8.014
               8.015
               8.016
               8.017
               8.018
               8.019
                8.02
               8.021
               8.022
               8.023
               8.024
               8.025
               8.026
               8.027
               8.028
               8.029
                8.03
               8.031
               8.032
               8.033
               8.034
               8.035
               8.036
               8.037
               8.038
               8.039
                8.04
               8.041
               8.042
               8.043
               8.044
               8.045
               8.046
               8.047
               8.048
               8.049
                8.05
               8.051
               8.052
               8.053
               8.054
               8.055
               8.056
               8.057
               8.058
               8.059
                8.06
               8.061
               8.062
               8.063
               8.064
               8.065
               8.066
               8.067
               8.068
               8.069
                8.07
               8.071
               8.072
               8.073
               8.074
               8.075
               8.076
               8.077
               8.078
               8.079
                8.08
               8.081
               8.082
               8.083
               8.084
               8.085
               8.086
               8.087
               8.088
               8.089
                8.09
               8.091
               8.092
               8.093
               8.094
               8.095
               8.096
               8.097
               8.098
               8.099
                 8.1
               8.101
               8.102
               8.103
               8.104
               8.105
               8.106
               8.107
               8.108
               8.109
                8.11
               8.111
               8.112
               8.113
               8.114
               8.115
               8.116
               8.117
               8.118
               8.119
                8.12
               8.121
               8.122
               8.123
               8.124
               8.125
               8.126
               8.127
               8.128
               8.129
                8.13
                   9
               9.001
               9.002
                  10               1,478,475                                                     9,762
                  11                                                                            14,400
                  12                                                                             3,846
                  13
                  14                  34,352                                                     8,576
              14.001
              14.002
              14.003
                  15                  14,024                                                     4,658
                  16                  15,611                                                     5,200
                  17                  30,662                                                    30,662
                  18                  35,162                                                     5,758
                  19
                  20                                                                             1,164
                  21                                                                             2,677
                  22                  20,912                                                     6,966
              22.001
              22.002
                  23                  10,679                                                     9,720
                  24                                                                             9,111
                  25                   1,419                                                     1,419
                  26
                  27
                  28                   4,509                                                     1,502
                  29                                                                             1,309
                  30                  10,169                                                     3,388
                  31
                  32                  15,410                                                     2,544
                  33                                                                               611
                  34                  20,000
                  35                  11,116                                                     1,588
                  36                  12,062                                                     4,021
                  37                   1,719                                                       859
                  38                                                                             1,703
                  39                  22,866                                                    22,866
                  40                   5,334                                                     5,333
                  41                   4,272                                                     1,068
                  42                                                                             9,577
                  43                                                                               762
                  44                                                                             1,349
                  45                    1.27
                  46
              46.001
              46.002
              46.003
                  47                                                                             4,684
                  48
                  49                  30,160                                                     7,540
                  50                                                                             3,020
                  51                                                                             1,551
                  52                  13,115                                                     2,623
                  54                                                                             1,545
              54.001
              54.002
                  55
                  56                                                                             6,775
                  57                   4,653                                                     2,326
                  58                 141,622                                                    35,406
                  59                                                                               995
                  60                                                                               620
                  61                                                                             1,438
                  62                  65,000                                                    10,000
                  63                  11,042                                                     5,521
                  64                     862                                                       862
                  65
                  66                                                                             3,858
                  67
                  68
                  69                   3,800                                                     1,900
                  70                                                                               910
                  71
                  72                   5,619                                                     2,906
              72.001
              72.002
                  73                   2,340                                                       780
                  74                                                                               939
                  75                   1,703                                                       567
                  76
                  77                   4,718                                                     1,573
                  78                 803,022
                  79
                  80                  57,277                                                     3,578
                  81                                                                             1,160
                  82
                  83                     283                                                       283
                  84                  29,402                                                     3,667
                  85                                                                             1,435
                  86
                  87                   8,250                                                     8,250
                  88                   4,775                                                       955
                  89
                  90
                  91                  10,897                                                     2,818
                  92                     860                                                       860
                  93
                  94                                                                               260
                  95                   2,438                                                     1,219
                  96                   2,545                                                     1,273
                  97                   3,436                                                       562
                  98                   1,040                                                       208
                  99
                 100
                 101
                 102                                                                             1,194
                 103                     671                                                       671
                 104                     987                                                       988
                 105                  11,094   1/12 of 4% of prior year's gross income from operations
                 106
                 107                   2,262                                                       377
                 108                     355                                                       355
             108.001
             108.002
                 109                     917                                                       917
                 110                   5,540                                                     5,540
                 111                   1,570                                                     1,569
                 112                                                                               427
                 113                   2,333                                                     2,333
                 114                   2,125                                                     2,125
                 115
                 116                 132,941                                                       605
                 117                                                                               505
                 118                                                                               936
                 119                                                                               676
                 120                     486                                                       486
                 121                   4,490                                                       888
                 122                   3,364                                                     1,116
                 123                   2,034                                                     1,039
                 124                     559                                                       559
                 125
                 126
                 127                     582                                                       291
                 128                                                                             1,214
                 129                                                                             1,000
                 130
             130.001
             130.002
                 131                   2,830                                                     2,830
                 132                   2,100                                                       350
             132.001
             132.002
             132.003
             132.004
                 133
                 134
                 135                   4,122                                                     2,061
                 136
                 137                   1,945                                                     1,945
                 138                     268                                                       261
                 139                  12,392                                                       688
                 140                  38,095                                                       424
                 141                   2,860                                                     2,860
                 142
                 143                   2,416                                                     1,208
                 144                     708                                                       708
                 145                                                                             1,303
                 146                     930                                                       930
                 147                                                                               202
                 148
                 149                  13,000                                                     2,600
                 150
                 151
                 152                     198                                                       198
                 153                     121                                                       121
                 154                   7,757                                                     2,576
                 155                   2,250                                                       750
                 156                                                                               787
                 157                                                                               751
                 158
                 159                   9,005                                                     1,335
                 160                  19,752                                                     1,411
                 161
                 162                                                                               559
                 163                     406                                                        81
                 164                   1,178                                                       118
                 165
                 166
                 167

<CAPTION>
Mortgage Loan Number   Current TI/LC Balance   On-going TI/LC Escrow - Monthly    Current Other Reserve Balance
--------------------   ---------------------   -------------------------------   ------------------------------
<S>                    <C>                     <C>                               <C>
                   1
               1.001
               1.002
               1.003
               1.004
                   2                                                    65,647                        2,123,647
                   3               3,469,486                            18,479                        1,643,300
               3.001
               3.002
                   4
               4.001
               4.002
               4.003
               4.004
               4.005
               4.006
               4.007
               4.008
               4.009
                4.01
               4.011
               4.012
               4.013
               4.014
               4.015
               4.016
               4.017
               4.018
               4.019
                4.02
               4.021
               4.022
               4.023
               4.024
               4.025
               4.026
               4.027
               4.028
               4.029
                4.03
               4.031
               4.032
               4.033
               4.034
               4.035
               4.036
               4.037
               4.038
               4.039
                4.04
               4.041
               4.042
               4.043
               4.044
               4.045
               4.046
               4.047
               4.048
               4.049
                4.05
               4.051
               4.052
               4.053
               4.054
               4.055
               4.056
               4.057
               4.058
               4.059
                4.06
               4.061
               4.062
               4.063
               4.064
               4.065
               4.066
               4.067
               4.068
               4.069
                4.07
               4.071
               4.072
               4.073
               4.074
               4.075
               4.076
               4.077
               4.078
               4.079
                4.08
               4.081
               4.082
               4.083
               4.084
               4.085
               4.086
               4.087
               4.088
               4.089
                4.09
               4.091
               4.092
               4.093
               4.094
               4.095
               4.096
               4.097
               4.098
               4.099
                 4.1
               4.101
               4.102
               4.103
               4.104
               4.105
               4.106
               4.107
               4.108
               4.109
                4.11
               4.111
               4.112
                   5
                   6
                   7                                                                                  6,498,456
                   8                                                                                    129,812
               8.001
               8.002
               8.003
               8.004
               8.005
               8.006
               8.007
               8.008
               8.009
                8.01
               8.011
               8.012
               8.013
               8.014
               8.015
               8.016
               8.017
               8.018
               8.019
                8.02
               8.021
               8.022
               8.023
               8.024
               8.025
               8.026
               8.027
               8.028
               8.029
                8.03
               8.031
               8.032
               8.033
               8.034
               8.035
               8.036
               8.037
               8.038
               8.039
                8.04
               8.041
               8.042
               8.043
               8.044
               8.045
               8.046
               8.047
               8.048
               8.049
                8.05
               8.051
               8.052
               8.053
               8.054
               8.055
               8.056
               8.057
               8.058
               8.059
                8.06
               8.061
               8.062
               8.063
               8.064
               8.065
               8.066
               8.067
               8.068
               8.069
                8.07
               8.071
               8.072
               8.073
               8.074
               8.075
               8.076
               8.077
               8.078
               8.079
                8.08
               8.081
               8.082
               8.083
               8.084
               8.085
               8.086
               8.087
               8.088
               8.089
                8.09
               8.091
               8.092
               8.093
               8.094
               8.095
               8.096
               8.097
               8.098
               8.099
                 8.1
               8.101
               8.102
               8.103
               8.104
               8.105
               8.106
               8.107
               8.108
               8.109
                8.11
               8.111
               8.112
               8.113
               8.114
               8.115
               8.116
               8.117
               8.118
               8.119
                8.12
               8.121
               8.122
               8.123
               8.124
               8.125
               8.126
               8.127
               8.128
               8.129
                8.13
                   9
               9.001
               9.002
                  10               1,704,005                            75,000                        1,898,299
                  11
                  12
                  13
                  14                  26,549                             6,630                        2,860,769
              14.001
              14.002
              14.003
                  15                 523,642                            23,290                          340,079
                  16
                  17                                                                                    963,381
                  18
                  19
                  20                                                     7,760                           19,433
                  21               1,000,000                            11,599                        2,750,000
                  22
              22.001
              22.002
                  23                 326,891                             3,571                          227,005
                  24
                  25                   8,348                             8,346                        1,475,079
                  26
                  27                                                                                     95,250
                  28                                                     5,187                           15,571
                  29                                                     5,499                        1,762,239
                  30
                  31
                  32                                                                                  2,010,666
                  33
                  34                                                     8,503                           76,506
                  35
                  36
                  37
                  38                 150,000                            11,348                        1,040,000
                  39
                  40
                  41                  42,704                            10,676                           13,630
                  42
                  43
                  44                                                     6,743                        6,000,000
                  45                 116,543                             8,928
                  46
              46.001
              46.002
              46.003
                  47
                  48
                  49                                                     6,786                          455,325
                  50
                  51                                                     6,720
                  52                                                                                     30,000
                  54               2,948,000                             8,694                        1,586,353
              54.001
              54.002
                  55                                                                                    212,343
                  56
                  57                 293,696
                  58
                  59                 350,705
                  60                 128,550                             4,133                          400,000
                  61
                  62                                                                                    600,000
                  63
                  64                   6,467                             6,465
                  65                   2,726                             2,725                        1,087,565
                  66                                                                                     10,000
                  67                                                                                     86,141
                  68
                  69
                  70                 400,230
                  71                                                                                    481,257
                  72
              72.001
              72.002
                  73                  11,442                             3,814                           23,394
                  74
                  75                   6,578                             2,191
                  76                                                                                  1,549,581
                  77                 160,000
                  78
                  79
                  80                 299,017                            16,582                          301,191
                  81                 500,336
                  82
                  83
                  84                                                                                    527,410
                  85                 100,000                             7,175                    240,000 to WB
                                                                                 500,000 held by outside escrow
                  86
                  87
                  88
                  89
                  90                                                     1,424
                  91                  75,562                           135,269
                  92                   4,302                             4,302
                  93
                  94
                  95                 220,000                             3,652
                  96
                  97                                                                                  2,316,838
                  98                   4,784                             1,196
                  99
                 100
                 101
                 102                                                     5,972
                 103                                                     5,057                           42,452
                 104                                                                                    700,000
                 105
                 106                                                                                     67,000
                 107                   2,410                               482
                 108                   1,744                             1,744                           24,000
             108.001
             108.002
                 109
                 110
                 111
                 112                                                       711
                 113
                 114
                 115
                 116                  38,276                             4,148
                 117
                 118                                                     3,743                          500,000
                 119                 310,000
                 120                   2,500                             2,500                45,171 / 1,570.66
                 121
                 122                 108,787                             4,234                           35,099
                 123                  10,014                             2,164                           24,000
                 124                   2,799                            93,356                          300,000
                 125
                 126
                 127                   5,410                             2,705
                 128                                                     4,857                          100,000
                 129                                                     3,334
                 130                     949                               949                           27,500
             130.001
             130.002
                 131
                 132                   6,096                             1,016
             132.001
             132.002
             132.003
             132.004
                 133
                 134
                 135                 410,000                             4,293
                 136
                 137                                                                                      4,100
                 138                   1,743                             1,743                          650,000
                 139                  20,829                             1,157
                 140                  13,688                             2,292
                 141
                 142
                 143                   8,050                             4,025
                 144
                 145
                 146
                 147                                                       876                           12,188
                 148
                 149                                                                                        934
                 150
                 151
                 152                     990                               990                           17,140
                 153                                                       606                              606
                 154                                                                                     81,606
                 155                                                     2,063                           70,000
                 156                                                     1,547
                 157                                                     2,815
                 158
                 159
                 160                                                                                    166,590
                 161
                 162                                                     2,014
                 163                  60,000                               542
                 164                   9,818                               982
                 165
                 166
                 167

<CAPTION>
Mortgage Loan Number                          Ongoing Other Escrow - Monthly ($)     Grace Period to Impose Late Charge
--------------------   ---------------------------------------------------------   ------------------------------------
<S>                    <C>                                                         <C>
                   1                                                                                 0, 3 (once a year)
               1.001
               1.002
               1.003
               1.004
                   2                                                                                                  5
                   3                                                                                                  0
               3.001
               3.002
                   4                                                                                0, 3 (twice a year)
               4.001
               4.002
               4.003
               4.004
               4.005
               4.006
               4.007
               4.008
               4.009
                4.01
               4.011
               4.012
               4.013
               4.014
               4.015
               4.016
               4.017
               4.018
               4.019
                4.02
               4.021
               4.022
               4.023
               4.024
               4.025
               4.026
               4.027
               4.028
               4.029
                4.03
               4.031
               4.032
               4.033
               4.034
               4.035
               4.036
               4.037
               4.038
               4.039
                4.04
               4.041
               4.042
               4.043
               4.044
               4.045
               4.046
               4.047
               4.048
               4.049
                4.05
               4.051
               4.052
               4.053
               4.054
               4.055
               4.056
               4.057
               4.058
               4.059
                4.06
               4.061
               4.062
               4.063
               4.064
               4.065
               4.066
               4.067
               4.068
               4.069
                4.07
               4.071
               4.072
               4.073
               4.074
               4.075
               4.076
               4.077
               4.078
               4.079
                4.08
               4.081
               4.082
               4.083
               4.084
               4.085
               4.086
               4.087
               4.088
               4.089
                4.09
               4.091
               4.092
               4.093
               4.094
               4.095
               4.096
               4.097
               4.098
               4.099
                 4.1
               4.101
               4.102
               4.103
               4.104
               4.105
               4.106
               4.107
               4.108
               4.109
                4.11
               4.111
               4.112
                   5                                                                                                  0
                   6                                                                                                  0
                   7                                                                                                  0
                   8                                                               one(1) three (3) day period per year
               8.001
               8.002
               8.003
               8.004
               8.005
               8.006
               8.007
               8.008
               8.009
                8.01
               8.011
               8.012
               8.013
               8.014
               8.015
               8.016
               8.017
               8.018
               8.019
                8.02
               8.021
               8.022
               8.023
               8.024
               8.025
               8.026
               8.027
               8.028
               8.029
                8.03
               8.031
               8.032
               8.033
               8.034
               8.035
               8.036
               8.037
               8.038
               8.039
                8.04
               8.041
               8.042
               8.043
               8.044
               8.045
               8.046
               8.047
               8.048
               8.049
                8.05
               8.051
               8.052
               8.053
               8.054
               8.055
               8.056
               8.057
               8.058
               8.059
                8.06
               8.061
               8.062
               8.063
               8.064
               8.065
               8.066
               8.067
               8.068
               8.069
                8.07
               8.071
               8.072
               8.073
               8.074
               8.075
               8.076
               8.077
               8.078
               8.079
                8.08
               8.081
               8.082
               8.083
               8.084
               8.085
               8.086
               8.087
               8.088
               8.089
                8.09
               8.091
               8.092
               8.093
               8.094
               8.095
               8.096
               8.097
               8.098
               8.099
                 8.1
               8.101
               8.102
               8.103
               8.104
               8.105
               8.106
               8.107
               8.108
               8.109
                8.11
               8.111
               8.112
               8.113
               8.114
               8.115
               8.116
               8.117
               8.118
               8.119
                8.12
               8.121
               8.122
               8.123
               8.124
               8.125
               8.126
               8.127
               8.128
               8.129
                8.13
                   9                                                                                                  0
               9.001
               9.002
                  10                                                                                                  0
                  11                                                                                                  0
                  12                                                                                                  0
                  13                                                                                                  0
                  14                                                                                                  0
              14.001                                                                                                  0
              14.002                                                                                                  0
              14.003                                                                                                  0
                  15                                                                                                  5
                  16                                                                                                  0
                  17                                                                                                  0
                  18                                                                                                  0
                  19                                                                                                  7
                  20   Ground Lease, varies based on annual ground lease payment                                      5
                  21                                                                                                  5
                  22                                                                                                  0
              22.001
              22.002
                  23                                                         959                                      0
                  24                                                                                                  0
                  25                                                                                                  0
                  26                                                                                                  5
                  27                                                                                                  0
                  28                                                                                                  7
                  29                                                                                                  0
                  30                                                                                                  0
                  31                                                                                                  5
                  32                                                                                                  0
                  33                                                                                                  0
                  34                                                                                                  5
                  35                                                                                                  5
                  36                                                                                                  0
                  37                                                                                                  5
                  38                                                                                                  5
                  39                                                                                                  0
                  40                                                                                                 10
                  41                                                                                                  0
                  42                                                                                                  0
                  43                                                                                                  0
                  44                                                                                                  0
                  45                                                                                                  0
                  46                                                                                                  0
              46.001
              46.002
              46.003
                  47                                                                                                  5
                  48                                                                                                  0
                  49                                                                                                  0
                  50                                                                                                  0
                  51                                                                                                  0
                  52                                                                                                  5
                  54   Ground Lease, varies based on annual ground lease payment                                      5
              54.001
              54.002
                  55                                                                                                  0
                  56                                                                                                  0
                  57                                                                                                  0
                  58                                                                                                  0
                  59                                                                                                  0
                  60                                                                                                  5
                  61                                                                                                  0
                  62                                                      33,195                                      5
                  63                                                                                                  0
                  64                                                                                                  0
                  65                                                                                                  0
                  66                                                                                                  0
                  67                                                                                                  0
                  68                                                                                                  0
                  69                                                                                                  0
                  70                                                                                                  0
                  71                                                                                                  0
                  72                                                                                                  0
              72.001
              72.002
                  73                                                                                                  0
                  74                                                                                                  0
                  75                                                                                                  0
                  76                                                                                                  0
                  77                                                                                                  0
                  78                                                                                                  0
                  79                                                                                                  5
                  80                                                                                                  0
                  81                                                                                                  0
                  82                                                                                                  0
                  83                                                                                                  5
                  84                                                                                                  0
                  85                                                                                                  0
                  86                                                                                                  0
                  87                                                                                                  0
                  88                                                                                                  5
                  89                                                                                                  0
                  90                                                                                                  0
                  91                                                                                                  0
                  92                                                                                                  0
                  93                                                                                                  0
                  94                                                                                                  0
                  95                                                                                                  5
                  96                                                                                                  0
                  97                                                                                                  5
                  98                                                                                                  5
                  99                                                                                                  0
                 100                                                                                                  0
                 101                                                                                                  0
                 102                                                                                                  0
                 103                                                       5,802                                      5
                 104                                                                                                  5
                 105                                                                                                  0
                 106                                                                                                  0
                 107                                                                                                  5
                 108                                                                                                  5
             108.001                                                                                                  0
             108.002                                                                                                  0
                 109                                                                                                  5
                 110                                                                                                  0
                 111                                                                                                  0
                 112                                                                                                  0
                 113                                                                                                  0
                 114                                                                                                  0
                 115                                                                                                  0
                 116                                                                                                 15
                 117                                                                                                  5
                 118                                                                                                  0
                 119                                                                                                  0
                 120                                                                                                  6
                 121                                                       6,955                                      5
                 122                                                                                                  5
                 123                                                                                                  7
                 124                                                                                                  0
                 125                                                                                                  0
                 126                                                                                                  0
                 127                                                                                                  0
                 128                                                                                                  5
                 129                                                                                                  5
                 130                                                                                                  0
             130.001
             130.002
                 131                                                                                                  0
                 132                                                                                                  0
             132.001                                                                                                  0
             132.002                                                                                                  0
             132.003                                                                                                  0
             132.004                                                                                                  0
                 133                                                                                                  0
                 134                                                                                                  0
                 135                                                                                                  0
                 136                                                                                                  0
                 137                                                       4,100                                      0
                 138                                                                                                  0
                 139                                                                                                  7
                 140                                                                                                  5
                 141                                                                                                  0
                 142                                                                                                  0
                 143                                                                                                  5
                 144                                                                                                  0
                 145                                                                                                  0
                 146                                                                                                  0
                 147                                                                                                  0
                 148                                                                                                  0
                 149                                                                                                  0
                 150                                                                                                  0
                 151                                                                                                 15
                 152                                                                                                  5
                 153                                                                                                  5
                 154                                                      13,601                                      0
                 155                                                                                                  5
                 156                                                                                                  0
                 157                                                                                                  0
                 158                                                                                                  0
                 159                                                                                                  5
                 160                                                       2,250                                      0
                 161                                                                                                  0
                 162                                                                                                  0
                 163                                                                                                  0
                 164                                                                                                  0
                 165                                                                                                  0
                 166                                                                                                  0
                 167                                                                                                  0

<CAPTION>
Mortgage Loan Number   Grace Period to Call a Default   Insured by Environmental Policies      Lockbox
--------------------   ------------------------------   ---------------------------------   ----------
<S>                    <C>                              <C>                                 <C>
                   1               0, 3 (once a year)                                   N         Hard
               1.001                                                                    N
               1.002                                                                    N
               1.003                                                                    N
               1.004                                                                    N
                   2                                5                                   N         Hard
                   3                                0                                   N    Springing
               3.001                                                                    N
               3.002                                                                    N
                   4              0, 3 (twice a year)                                   N         Hard
               4.001                                                                    N
               4.002                                                                    N
               4.003                                                                    N
               4.004                                                                    N
               4.005                                                                    N
               4.006                                                                    N
               4.007                                                                    N
               4.008                                                                    N
               4.009                                                                    N
                4.01                                                                    N
               4.011                                                                    N
               4.012                                                                    N
               4.013                                                                    N
               4.014                                                                    N
               4.015                                                                    N
               4.016                                                                    N
               4.017                                                                    N
               4.018                                                                    N
               4.019                                                                    N
                4.02                                                                    N
               4.021                                                                    N
               4.022                                                                    N
               4.023                                                                    N
               4.024                                                                    N
               4.025                                                                    N
               4.026                                                                    N
               4.027                                                                    N
               4.028                                                                    N
               4.029                                                                    N
                4.03                                                                    N
               4.031                                                                    N
               4.032                                                                    N
               4.033                                                                    N
               4.034                                                                    N
               4.035                                                                    N
               4.036                                                                    N
               4.037                                                                    N
               4.038                                                                    N
               4.039                                                                    N
                4.04                                                                    N
               4.041                                                                    N
               4.042                                                                    N
               4.043                                                                    N
               4.044                                                                    N
               4.045                                                                    N
               4.046                                                                    N
               4.047                                                                    N
               4.048                                                                    N
               4.049                                                                    N
                4.05                                                                    N
               4.051                                                                    N
               4.052                                                                    N
               4.053                                                                    N
               4.054                                                                    N
               4.055                                                                    N
               4.056                                                                    N
               4.057                                                                    N
               4.058                                                                    N
               4.059                                                                    N
                4.06                                                                    N
               4.061                                                                    N
               4.062                                                                    N
               4.063                                                                    N
               4.064                                                                    N
               4.065                                                                    N
               4.066                                                                    N
               4.067                                                                    N
               4.068                                                                    N
               4.069                                                                    N
                4.07                                                                    N
               4.071                                                                    N
               4.072                                                                    N
               4.073                                                                    N
               4.074                                                                    N
               4.075                                                                    N
               4.076                                                                    N
               4.077                                                                    N
               4.078                                                                    N
               4.079                                                                    N
                4.08                                                                    N
               4.081                                                                    N
               4.082                                                                    N
               4.083                                                                    N
               4.084                                                                    N
               4.085                                                                    N
               4.086                                                                    N
               4.087                                                                    N
               4.088                                                                    N
               4.089                                                                    N
                4.09                                                                    N
               4.091                                                                    N
               4.092                                                                    N
               4.093                                                                    N
               4.094                                                                    N
               4.095                                                                    N
               4.096                                                                    N
               4.097                                                                    N
               4.098                                                                    N
               4.099                                                                    N
                 4.1                                                                    N
               4.101                                                                    N
               4.102                                                                    N
               4.103                                                                    N
               4.104                                                                    N
               4.105                                                                    N
               4.106                                                                    N
               4.107                                                                    N
               4.108                                                                    N
               4.109                                                                    N
                4.11                                                                    N
               4.111                                                                    N
               4.112                                                                    N
                   5                                0                                   N         Hard
                   6                                0                                   N         None
                   7                                0                                   N    Springing
                   8                                0                                   N         Hard
               8.001                                                                    N
               8.002                                                                    N
               8.003                                                                    N
               8.004                                                                    N
               8.005                                                                    N
               8.006                                                                    N
               8.007                                                                    N
               8.008                                                                    N
               8.009                                                                    N
                8.01                                                                    N
               8.011                                                                    N
               8.012                                                                    N
               8.013                                                                    N
               8.014                                                                    N
               8.015                                                                    N
               8.016                                                                    N
               8.017                                                                    N
               8.018                                                                    N
               8.019                                                                    N
                8.02                                                                    N
               8.021                                                                    N
               8.022                                                                    N
               8.023                                                                    N
               8.024                                                                    N
               8.025                                                                    N
               8.026                                                                    N
               8.027                                                                    N
               8.028                                                                    N
               8.029                                                                    N
                8.03                                                                    N
               8.031                                                                    N
               8.032                                                                    N
               8.033                                                                    N
               8.034                                                                    N
               8.035                                                                    N
               8.036                                                                    N
               8.037                                                                    N
               8.038                                                                    N
               8.039                                                                    N
                8.04                                                                    N
               8.041                                                                    N
               8.042                                                                    N
               8.043                                                                    N
               8.044                                                                    N
               8.045                                                                    N
               8.046                                                                    N
               8.047                                                                    N
               8.048                                                                    N
               8.049                                                                    N
                8.05                                                                    N
               8.051                                                                    N
               8.052                                                                    N
               8.053                                                                    N
               8.054                                                                    N
               8.055                                                                    N
               8.056                                                                    N
               8.057                                                                    N
               8.058                                                                    N
               8.059                                                                    N
                8.06                                                                    N
               8.061                                                                    N
               8.062                                                                    N
               8.063                                                                    N
               8.064                                                                    N
               8.065                                                                    N
               8.066                                                                    N
               8.067                                                                    N
               8.068                                                                    N
               8.069                                                                    N
                8.07                                                                    N
               8.071                                                                    N
               8.072                                                                    N
               8.073                                                                    N
               8.074                                                                    N
               8.075                                                                    N
               8.076                                                                    N
               8.077                                                                    N
               8.078                                                                    N
               8.079                                                                    N
                8.08                                                                    N
               8.081                                                                    N
               8.082                                                                    N
               8.083                                                                    N
               8.084                                                                    N
               8.085                                                                    N
               8.086                                                                    N
               8.087                                                                    N
               8.088                                                                    N
               8.089                                                                    N
                8.09                                                                    N
               8.091                                                                    N
               8.092                                                                    N
               8.093                                                                    N
               8.094                                                                    N
               8.095                                                                    N
               8.096                                                                    N
               8.097                                                                    N
               8.098                                                                    N
               8.099                                                                    N
                 8.1                                                                    N
               8.101                                                                    N
               8.102                                                                    N
               8.103                                                                    N
               8.104                                                                    N
               8.105                                                                    N
               8.106                                                                    N
               8.107                                                                    N
               8.108                                                                    N
               8.109                                                                    N
                8.11                                                                    N
               8.111                                                                    N
               8.112                                                                    N
               8.113                                                                    N
               8.114                                                                    N
               8.115                                                                    N
               8.116                                                                    N
               8.117                                                                    N
               8.118                                                                    N
               8.119                                                                    N
                8.12                                                                    N
               8.121                                                                    N
               8.122                                                                    N
               8.123                                                                    N
               8.124                                                                    N
               8.125                                                                    N
               8.126                                                                    N
               8.127                                                                    N
               8.128                                                                    N
               8.129                                                                    N
                8.13                                                                    N
                   9                 5(Once per year)                                   N         None
               9.001                                                                    N
               9.002                                                                    N
                  10                                0                                   N         Hard
                  11                                5                                   N         Hard
                  12                                0                                   N    Springing
                  13                                0                                   N         None
                  14                                0                                   N         Hard
              14.001                                0                                   N
              14.002                                0                                   N
              14.003                                0                                   N
                  15                                5                                   N         None
                  16                                0                                   N         Soft
                  17                                0                                   N         Soft
                  18                                0                                   N         Hard
                  19                                7                                   N         Hard
                  20                                5                                   N    Springing
                  21                                5                                   N         Soft
                  22                                0                                   N         Soft
              22.001                                                                    N
              22.002                                                                    N
                  23                                0                                   N         Hard
                  24                                0                                   N         None
                  25                                0                                   N         Hard
                  26                                5                                   N         None
                  27                                0                                   N    Springing
                  28                                7                                   N         None
                  29                                0                                   N         None
                  30                                0                                   N         Soft
                  31                                0                                   N         Hard
                  32                                5                                   N    Springing
                  33                                0                                   N    Springing
                  34                                5                                   N         Hard
                  35                                5                                   N   Direct Pay
                  36                                0                                   N         None
                  37                                5                                   N         None
                  38                                5                                   N    Springing
                  39                                0                                   N         None
                  40                                0                                   N         Soft
                  41                                5                                   N         None
                  42                                0                                   N         None
                  43                                0                                   N    Springing
                  44                                0                                   N         None
                  45                                0                                   N         None
                  46                                0                                   N         Hard
              46.001                                                                    N
              46.002                                                                    N
              46.003                                                                    N
                  47                                5                                   N         None
                  48                                0                                   N         None
                  49                                5                                   N         Hard
                  50                                0                                   N    Springing
                  51                                0                                   N         None
                  52                                5                                   N         Hard
                  54                                5                                   N    Springing
              54.001                                                                    N
              54.002                                                                    N
                  55                                0                                   N         None
                  56                                0                                   N         None
                  57                                0                                   N         None
                  58                                0                                   N         None
                  59                                0                                   N         None
                  60                                5                                   N    Springing
                  61                                0                                   N    Springing
                  62                                5                                   N         None
                  63                                0                                   N         None
                  64                                0                                   N         None
                  65                                0                                   N         None
                  66                                0                                   N         None
                  67                                0                                   N         None
                  68                                0                                   N         Hard
                  69                                5                                   N         None
                  70                                0                                   N    Springing
                  71                                0                                   N         None
                  72                                5                                   N         None
              72.001                                                                    N
              72.002                                                                    N
                  73                                5                                   N         None
                  74                                0                                   N    Springing
                  75                                0                                   N    Springing
                  76                                5                                   N         None
                  77                                0                                   N         Hard
                  78                                0                                   N    Springing
                  79                                5                                   N         None
                  80                                5                                   N         None
                  81                                0                                   N    Springing
                  82                                5                                   N         Hard
                  83                                5                                   N         None
                  84                                0                                   N         None
                  85                                0                                   N         None
                  86                                0                                   N         Hard
                  87                                0                                   N         None
                  88                                5                                   N         Hard
                  89                                0                                   N         None
                  90                                0                                   N         None
                  91                                0                                   N         None
                  92                                0                                   N         None
                  93                                0                                   N         None
                  94                                0                                   N         None
                  95                                5                                   N         None
                  96                                5                                   N   Direct Pay
                  97                                5                                   N         None
                  98                                5                                   N    Springing
                  99                                0                                   N         None
                 100                                0                                   N         None
                 101                                0                                   N    Springing
                 102                                0                                   N    Springing
                 103                                5                                   N         None
                 104                                5                                   N         None
                 105                                5                                   N         None
                 106                                0                                   N    Springing
                 107                                5                                   N    Springing
                 108                                5                                   N         Hard
             108.001                                0                                   N
             108.002                                0                                   N
                 109                                5                                   N         None
                 110                                7                                   N         None
                 111                                0                                   N         None
                 112                                0                                   N    Springing
                 113                                6                                   N         None
                 114                                5                                   N         None
                 115                                0                                   N    Springing
                 116                                5                                   N    Springing
                 117                                5                                   N         None
                 118                                0                                   N         None
                 119                                0                                   N    Springing
                 120                                6                                   N    Springing
                 121                                5                                   N         Hard
                 122                                5                                   N         Hard
                 123                                7                                   N         None
                 124                                5                                   N         None
                 125                                0                                   N    Springing
                 126                                5                                   N    Springing
                 127                                0                                   N    Springing
                 128                                5                                   N         None
                 129                                5                                   N         None
                 130                                0                                   N         None
             130.001                                                                    N
             130.002                                                                    N
                 131                                6                                   N         None
                 132                                5                                   N         Hard
             132.001                                0                                   N
             132.002                                0                                   N
             132.003                                0                                   N
             132.004                                0                                   N
                 133                                0                                   N    Springing
                 134                                0                                   N    Springing
                 135                                0                                   N         None
                 136                                0                                   N    Springing
                 137                                0                                   N    Springing
                 138                                0                                   N         None
                 139                                7                                   N         None
                 140                                5                                   N         None
                 141                                6                                   N         None
                 142                                0                                   N    Springing
                 143                                5                                   N         None
                 144                                0                                   N         None
                 145                                0                                   N    Springing
                 146                                0                                   N         None
                 147                                0                                   N         None
                 148                                0                                   N    Springing
                 149                                0                                   N         None
                 150                                0                                   N         None
                 151                                0                                   N         None
                 152                                5                                   N         None
                 153                                5                                   N         None
                 154                                0                                   N         None
                 155                                5                                   N    Springing
                 156                                0                                   N         None
                 157                                0                                   N         None
                 158                                0                                   N    Springing
                 159                                5                                   N         None
                 160                                0                                   N         None
                 161                                0                                   N    Springing
                 162                                0                                   N         Hard
                 163                                0                                   N         None
                 164                                0                                   N         None
                 165                                5                                   N         None
                 166                                0                                   N    Springing
                 167                                0                                   N    Springing

<CAPTION>
Mortgage Loan Number   Cash Management   Number of Units   Unit of Measure
--------------------   ---------------   ---------------   ---------------
<S>                    <C>               <C>               <C>
                   1         Springing         1,989,759           Sq. Ft.
               1.001                           1,606,435           Sq. Ft.
               1.002                             199,362           Sq. Ft.
               1.003                             169,918           Sq. Ft.
               1.004                              14,044           Sq. Ft.
                   2         Springing           932,854           Sq. Ft.
                   3         Springing           443,515           Sq. Ft.
               3.001                             296,419           Sq. Ft.
               3.002                             147,096           Sq. Ft.
                   4          In-Place        10,974,960           Sq. Ft.
               4.001                             535,000           Sq. Ft.
               4.002                             218,323           Sq. Ft.
               4.003                             494,000           Sq. Ft.
               4.004                             126,658           Sq. Ft.
               4.005                              94,418           Sq. Ft.
               4.006                              84,379           Sq. Ft.
               4.007                             347,000           Sq. Ft.
               4.008                             119,842           Sq. Ft.
               4.009                             100,803           Sq. Ft.
                4.01                              99,101           Sq. Ft.
               4.011                             112,794           Sq. Ft.
               4.012                              94,120           Sq. Ft.
               4.013                              90,494           Sq. Ft.
               4.014                              90,499           Sq. Ft.
               4.015                              90,499           Sq. Ft.
               4.016                              97,537           Sq. Ft.
               4.017                             105,923           Sq. Ft.
               4.018                             106,238           Sq. Ft.
               4.019                              90,514           Sq. Ft.
                4.02                              90,441           Sq. Ft.
               4.021                             102,205           Sq. Ft.
               4.022                             124,761           Sq. Ft.
               4.023                              90,585           Sq. Ft.
               4.024                              94,106           Sq. Ft.
               4.025                              94,225           Sq. Ft.
               4.026                              94,705           Sq. Ft.
               4.027                             100,247           Sq. Ft.
               4.028                             102,327           Sq. Ft.
               4.029                              90,464           Sq. Ft.
                4.03                              98,030           Sq. Ft.
               4.031                              94,076           Sq. Ft.
               4.032                             100,010           Sq. Ft.
               4.033                              99,279           Sq. Ft.
               4.034                             101,483           Sq. Ft.
               4.035                              98,005           Sq. Ft.
               4.036                              90,461           Sq. Ft.
               4.037                              90,414           Sq. Ft.
               4.038                              77,690           Sq. Ft.
               4.039                              97,931           Sq. Ft.
                4.04                             103,875           Sq. Ft.
               4.041                              97,961           Sq. Ft.
               4.042                             100,800           Sq. Ft.
               4.043                              96,325           Sq. Ft.
               4.044                             101,688           Sq. Ft.
               4.045                              86,739           Sq. Ft.
               4.046                              94,130           Sq. Ft.
               4.047                              81,171           Sq. Ft.
               4.048                              93,845           Sq. Ft.
               4.049                              94,413           Sq. Ft.
                4.05                              98,160           Sq. Ft.
               4.051                              97,859           Sq. Ft.
               4.052                              94,230           Sq. Ft.
               4.053                              94,222           Sq. Ft.
               4.054                              84,375           Sq. Ft.
               4.055                              94,237           Sq. Ft.
               4.056                              71,846           Sq. Ft.
               4.057                              83,363           Sq. Ft.
               4.058                              88,161           Sq. Ft.
               4.059                              71,847           Sq. Ft.
                4.06                              91,012           Sq. Ft.
               4.061                              65,459           Sq. Ft.
               4.062                              87,954           Sq. Ft.
               4.063                              66,745           Sq. Ft.
               4.064                              88,030           Sq. Ft.
               4.065                              90,334           Sq. Ft.
               4.066                              71,806           Sq. Ft.
               4.067                             100,761           Sq. Ft.
               4.068                              66,735           Sq. Ft.
               4.069                              90,505           Sq. Ft.
                4.07                             116,992           Sq. Ft.
               4.071                              77,559           Sq. Ft.
               4.072                              94,250           Sq. Ft.
               4.073                              94,248           Sq. Ft.
               4.074                              90,430           Sq. Ft.
               4.075                              94,013           Sq. Ft.
               4.076                             100,843           Sq. Ft.
               4.077                              94,336           Sq. Ft.
               4.078                              66,781           Sq. Ft.
               4.079                              75,844           Sq. Ft.
                4.08                              67,256           Sq. Ft.
               4.081                              94,230           Sq. Ft.
               4.082                              75,775           Sq. Ft.
               4.083                              73,956           Sq. Ft.
               4.084                              66,784           Sq. Ft.
               4.085                              66,827           Sq. Ft.
               4.086                              70,118           Sq. Ft.
               4.087                              83,179           Sq. Ft.
               4.088                              66,713           Sq. Ft.
               4.089                              90,526           Sq. Ft.
                4.09                              73,956           Sq. Ft.
               4.091                              83,180           Sq. Ft.
               4.092                              94,042           Sq. Ft.
               4.093                              94,068           Sq. Ft.
               4.094                              75,844           Sq. Ft.
               4.095                              90,430           Sq. Ft.
               4.096                              90,510           Sq. Ft.
               4.097                              71,839           Sq. Ft.
               4.098                              83,211           Sq. Ft.
               4.099                              94,136           Sq. Ft.
                 4.1                              75,844           Sq. Ft.
               4.101                              71,345           Sq. Ft.
               4.102                              94,225           Sq. Ft.
               4.103                              71,340           Sq. Ft.
               4.104                              75,063           Sq. Ft.
               4.105                              94,091           Sq. Ft.
               4.106                              15,060           Sq. Ft.
               4.107                              14,265           Sq. Ft.
               4.108                              60,985           Sq. Ft.
               4.109                              28,953           Sq. Ft.
                4.11                              90,590           Sq. Ft.
               4.111                              80,327           Sq. Ft.
               4.112                              12,821           Sq. Ft.
                   5          In-Place         1,281,000           Sq. Ft.
                   6              None               300             Rooms
                   7         Springing           537,400           Sq. Ft.
                   8          In-Place         1,339,957           Sq. Ft.
               8.001                              10,485           Sq. Ft.
               8.002                              10,854           Sq. Ft.
               8.003                              10,211           Sq. Ft.
               8.004                              10,065           Sq. Ft.
               8.005                              10,211           Sq. Ft.
               8.006                              10,825           Sq. Ft.
               8.007                              10,100           Sq. Ft.
               8.008                               9,023           Sq. Ft.
               8.009                              10,388           Sq. Ft.
                8.01                              10,485           Sq. Ft.
               8.011                              10,485           Sq. Ft.
               8.012                              10,627           Sq. Ft.
               8.013                              11,083           Sq. Ft.
               8.014                               9,353           Sq. Ft.
               8.015                               9,097           Sq. Ft.
               8.016                              10,485           Sq. Ft.
               8.017                               9,282           Sq. Ft.
               8.018                               9,727           Sq. Ft.
               8.019                              10,825           Sq. Ft.
                8.02                               9,921           Sq. Ft.
               8.021                              10,825           Sq. Ft.
               8.022                              11,530           Sq. Ft.
               8.023                               9,561           Sq. Ft.
               8.024                               8,891           Sq. Ft.
               8.025                              10,143           Sq. Ft.
               8.026                               9,058           Sq. Ft.
               8.027                               9,327           Sq. Ft.
               8.028                              10,825           Sq. Ft.
               8.029                              10,825           Sq. Ft.
                8.03                              11,099           Sq. Ft.
               8.031                              10,825           Sq. Ft.
               8.032                              10,349           Sq. Ft.
               8.033                              10,349           Sq. Ft.
               8.034                              10,825           Sq. Ft.
               8.035                              10,901           Sq. Ft.
               8.036                              10,724           Sq. Ft.
               8.037                              10,825           Sq. Ft.
               8.038                               9,921           Sq. Ft.
               8.039                              11,530           Sq. Ft.
                8.04                               9,353           Sq. Ft.
               8.041                               9,921           Sq. Ft.
               8.042                              10,825           Sq. Ft.
               8.043                              10,065           Sq. Ft.
               8.044                              10,642           Sq. Ft.
               8.045                              10,349           Sq. Ft.
               8.046                              10,065           Sq. Ft.
               8.047                              11,860           Sq. Ft.
               8.048                               9,921           Sq. Ft.
               8.049                              10,349           Sq. Ft.
                8.05                               9,616           Sq. Ft.
               8.051                              11,860           Sq. Ft.
               8.052                              10,825           Sq. Ft.
               8.053                              10,100           Sq. Ft.
               8.054                              10,349           Sq. Ft.
               8.055                              10,349           Sq. Ft.
               8.056                              10,825           Sq. Ft.
               8.057                              10,349           Sq. Ft.
               8.058                              10,466           Sq. Ft.
               8.059                              11,035           Sq. Ft.
                8.06                              10,017           Sq. Ft.
               8.061                              10,825           Sq. Ft.
               8.062                              10,398           Sq. Ft.
               8.063                               9,921           Sq. Ft.
               8.064                               9,921           Sq. Ft.
               8.065                              10,825           Sq. Ft.
               8.066                              10,349           Sq. Ft.
               8.067                              10,825           Sq. Ft.
               8.068                              10,349           Sq. Ft.
               8.069                              10,825           Sq. Ft.
                8.07                               9,023           Sq. Ft.
               8.071                               9,921           Sq. Ft.
               8.072                               9,253           Sq. Ft.
               8.073                              10,825           Sq. Ft.
               8.074                              10,065           Sq. Ft.
               8.075                               9,616           Sq. Ft.
               8.076                               9,921           Sq. Ft.
               8.077                              10,825           Sq. Ft.
               8.078                              10,065           Sq. Ft.
               8.079                              10,825           Sq. Ft.
                8.08                              11,530           Sq. Ft.
               8.081                               9,921           Sq. Ft.
               8.082                              10,825           Sq. Ft.
               8.083                              10,398           Sq. Ft.
               8.084                              10,349           Sq. Ft.
               8.085                               9,921           Sq. Ft.
               8.086                               9,921           Sq. Ft.
               8.087                              10,398           Sq. Ft.
               8.088                              10,642           Sq. Ft.
               8.089                              10,388           Sq. Ft.
                8.09                              10,349           Sq. Ft.
               8.091                              11,860           Sq. Ft.
               8.092                              10,825           Sq. Ft.
               8.093                              11,530           Sq. Ft.
               8.094                              10,075           Sq. Ft.
               8.095                              10,065           Sq. Ft.
               8.096                              10,825           Sq. Ft.
               8.097                              10,349           Sq. Ft.
               8.098                              10,065           Sq. Ft.
               8.099                               9,921           Sq. Ft.
                 8.1                              10,349           Sq. Ft.
               8.101                              10,825           Sq. Ft.
               8.102                              10,065           Sq. Ft.
               8.103                              10,825           Sq. Ft.
               8.104                              10,349           Sq. Ft.
               8.105                              10,982           Sq. Ft.
               8.106                              10,254           Sq. Ft.
               8.107                              10,398           Sq. Ft.
               8.108                               9,921           Sq. Ft.
               8.109                              10,825           Sq. Ft.
                8.11                              10,388           Sq. Ft.
               8.111                              10,349           Sq. Ft.
               8.112                               9,407           Sq. Ft.
               8.113                              10,642           Sq. Ft.
               8.114                              10,941           Sq. Ft.
               8.115                              10,642           Sq. Ft.
               8.116                              10,642           Sq. Ft.
               8.117                              10,825           Sq. Ft.
               8.118                               8,327           Sq. Ft.
               8.119                              10,133           Sq. Ft.
                8.12                              10,896           Sq. Ft.
               8.121                              10,825           Sq. Ft.
               8.122                               9,013           Sq. Ft.
               8.123                               9,921           Sq. Ft.
               8.124                              10,466           Sq. Ft.
               8.125                               8,858           Sq. Ft.
               8.126                              10,103           Sq. Ft.
               8.127                               9,124           Sq. Ft.
               8.128                               8,464           Sq. Ft.
               8.129                              10,380           Sq. Ft.
                8.13                               9,078           Sq. Ft.
                   9              None               876             Units
               9.001                                 716             Units
               9.002                                 160             Units
                  10          In-Place           585,222           Sq. Ft.
                  11          In-Place           691,188           Sq. Ft.
                  12         Springing           223,537           Sq. Ft.
                  13              None               336             Units
                  14         Springing           439,400           Sq. Ft.
              14.001                             179,400           Sq. Ft.
              14.002                             185,000           Sq. Ft.
              14.003                              75,000           Sq. Ft.
                  15              None           279,483           Sq. Ft.
                  16         Springing               416             Units
                  17         Springing               234             Rooms
                  18         Springing           345,502           Sq. Ft.
                  19         Springing               473             Rooms
                  20         Springing            93,118           Sq. Ft.
                  21         Springing           214,129           Sq. Ft.
                  22         Springing               426             Units
              22.001                                 344             Units
              22.002                                  82             Units
                  23          In-Place           148,298           Sq. Ft.
                  24              None               399             Units
                  25          In-Place           100,154           Sq. Ft.
                  26              None               330             Units
                  27         Springing           196,003           Sq. Ft.
                  28              None           120,149           Sq. Ft.
                  29              None           109,250           Sq. Ft.
                  30         Springing               271             Units
                  31         Springing           147,594           Sq. Ft.
                  32         Springing           160,651           Sq. Ft.
                  33         Springing            48,900           Sq. Ft.
                  34         Springing           140,491           Sq. Ft.
                  35          In-Place           127,001           Sq. Ft.
                  36              None               193             Units
                  37              None           103,047           Sq. Ft.
                  38         Springing           136,174           Sq. Ft.
                  39              None               187             Rooms
                  40          In-Place               264             Units
                  41              None           128,108           Sq. Ft.
                  42              None               366             Units
                  43         Springing            94,964           Sq. Ft.
                  44              None            82,000           Sq. Ft.
                  45              None           456,920           Sq. Ft.
                  46          In-Place           265,493           Sq. Ft.
              46.001                              79,863           Sq. Ft.
              46.002                              63,630           Sq. Ft.
              46.003                             122,000           Sq. Ft.
                  47              None               210             Units
                  48              None           127,848           Sq. Ft.
                  49         Springing           452,381           Sq. Ft.
                  50         Springing           241,633           Sq. Ft.
                  51              None           124,062           Sq. Ft.
                  52         Springing           157,388           Sq. Ft.
                  54         Springing           104,327           Sq. Ft.
              54.001                              57,777           Sq. Ft.
              54.002                              46,550           Sq. Ft.
                  55              None               150              Beds
                  56              None               300             Units
                  57              None           139,530           Sq. Ft.
                  58              None                86             Rooms
                  59              None           119,457           Sq. Ft.
                  60         Springing            49,591           Sq. Ft.
                  61         Springing           132,734           Sq. Ft.
                  62              None               100             Rooms
                  63              None               265             Units
                  64              None           129,307           Sq. Ft.
                  65              None            32,701           Sq. Ft.
                  66              None           165,331           Sq. Ft.
                  67              None            79,943           Sq. Ft.
                  68          In-Place             5,900           Sq. Ft.
                  69              None           141,468           Sq. Ft.
                  70         Springing            99,236           Sq. Ft.
                  71              None            45,531           Sq. Ft.
                  72              None               128             Units
              72.001                                  80             Units
              72.002                                  48             Units
                  73              None            84,565           Sq. Ft.
                  74         Springing            88,646           Sq. Ft.
                  75         Springing            45,378           Sq. Ft.
                  76              None               181             Units
                  77          In-Place            94,323           Sq. Ft.
                  78         Springing               137             Units
                  79              None           100,835           Sq. Ft.
                  80              None           178,905           Sq. Ft.
                  81         Springing            92,786           Sq. Ft.
                  82         Springing           139,330           Sq. Ft.
                  83              None            17,000           Sq. Ft.
                  84              None               164             Units
                  85              None            86,099           Sq. Ft.
                  86          In-Place            35,085           Sq. Ft.
                  87              None               396             Units
                  88         Springing           114,595           Sq. Ft.
                  89              None            36,278           Sq. Ft.
                  90              None            17,083           Sq. Ft.
                  91              None           338,172           Sq. Ft.
                  92              None            51,626           Sq. Ft.
                  93              None               174             Units
                  94              None            31,490           Sq. Ft.
                  95              None            77,198           Sq. Ft.
                  96         Springing           152,700           Sq. Ft.
                  97              None            67,382           Sq. Ft.
                  98         Springing            16,630           Sq. Ft.
                  99              None            96,710           Sq. Ft.
                 100              None            50,333           Sq. Ft.
                 101         Springing            33,589           Sq. Ft.
                 102         Springing            71,664           Sq. Ft.
                 103              None            40,274           Sq. Ft.
                 104              None            78,938           Sq. Ft.
                 105              None                36             Rooms
                 106         Springing            14,820           Sq. Ft.
                 107         Springing            15,596           Sq. Ft.
                 108         Springing            28,387           Sq. Ft.
             108.001                              24,187           Sq. Ft.
             108.002                               4,200           Sq. Ft.
                 109              None            73,375           Sq. Ft.
                 110              None                82             Rooms
                 111              None            93,320           Sq. Ft.
                 112         Springing            34,133           Sq. Ft.
                 113              None               112             Units
                 114              None               102             Units
                 115         Springing            11,970           Sq. Ft.
                 116         Springing            48,366           Sq. Ft.
                 117              None            60,655           Sq. Ft.
                 118              None            74,866           Sq. Ft.
                 119         Springing            33,792           Sq. Ft.
                 120         Springing            23,789           Sq. Ft.
                 121         Springing            71,066           Sq. Ft.
                 122         Springing            63,750           Sq. Ft.
                 123              None            25,981           Sq. Ft.
                 124              None            44,784           Sq. Ft.
                 125         Springing            13,814           Sq. Ft.
                 126         Springing            56,785           Sq. Ft.
                 127         Springing            34,900           Sq. Ft.
                 128              None            72,815           Sq. Ft.
                 129              None            80,000           Sq. Ft.
                 130              None            11,385           Sq. Ft.
             130.001                               6,200           Sq. Ft.
             130.002                               5,185           Sq. Ft.
                 131              None               120             Units
                 132         Springing            28,000           Sq. Ft.
             132.001                               7,000           Sq. Ft.
             132.002                               7,000           Sq. Ft.
             132.003                               7,000           Sq. Ft.
             132.004                               7,000           Sq. Ft.
                 133         Springing            14,490           Sq. Ft.
                 134         Springing            14,820           Sq. Ft.
                 135              None            68,683           Sq. Ft.
                 136         Springing            57,130           Sq. Ft.
                 137         Springing                60             Units
                 138              None            20,911           Sq. Ft.
                 139              None            56,874           Sq. Ft.
                 140              None            26,425           Sq. Ft.
                 141              None               120             Units
                 142         Springing            13,814           Sq. Ft.
                 143              None            96,599           Sq. Ft.
                 144              None                34             Units
                 145         Springing            78,200           Sq. Ft.
                 146              None                43             Units
                 147              None            16,171           Sq. Ft.
                 148         Springing            50,100           Sq. Ft.
                 149              None               104             Units
                 150              None            72,076           Sq. Ft.
                 151              None            21,848           Sq. Ft.
                 152              None            15,832           Sq. Ft.
                 153              None             9,697           Sq. Ft.
                 154              None                56             Rooms
                 155         Springing            32,152           Sq. Ft.
                 156              None            25,759           Sq. Ft.
                 157              None            45,037           Sq. Ft.
                 158         Springing            24,341           Sq. Ft.
                 159              None                64             Units
                 160              None            94,057           Sq. Ft.
                 161         Springing            24,341           Sq. Ft.
                 162          In-Place            44,752           Sq. Ft.
                 163              None             6,500           Sq. Ft.
                 164              None             9,425           Sq. Ft.
                 165              None           110,843           Sq. Ft.
                 166         Springing             7,000           Sq. Ft.
                 167         Springing             7,000           Sq. Ft.
</TABLE>

<PAGE>

                                  SCHEDULE VII

                             PRIMARY SERVICED LOANS

COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1

SCHEDULE VII
CWCAPITAL

<TABLE>
<CAPTION>
Mortgage Loan Number   Property Name                                     Primary Servicing Fee
--------------------   -----------------------------------------------   ---------------------
<S>                    <C>                                               <C>
                   2   Continental Towers                                               0.0200%
                   9   Timberlake and Glades Apartments Portfolio                       0.0200%
               9.001   Timberlake Apartments
               9.002   The Glades Apartments
                  11   Intergraph Corporate Campus                                      0.0200%
                  14   Quality King - Ronkonkoma Portfolio                              0.0200%
              14.001   2060 Ninth Avenue
              14.002   201 Comac Street
              14.003   2145 Ninth Avenue
                  15   International Plaza                                              0.0200%
                  18   900 Circle 75 Parkway                                            0.0200%
                  19   Pheasant Run Resort                                              0.0200%
                  26   El Dorado Pointe Apartments                                      0.0200%
                  28   North Bay Village                                                0.0200%
                  31   Preferred Freezer                                                0.0200%
                  32   Monterey Oaks Corporate Park                                     0.0200%
                  34   Manoa Marketplace                                                0.0200%
                  35   INS I & II                                                       0.0200%
                  37   Evergreen Marketplace                                            0.0700%
                  41   Research Park Office Portfolio                                   0.0200%
                  47   Twin Lakes                                                       0.0200%
                  49   Kandi Mall                                                       0.0200%
                  52   Ronler Corporate Center                                          0.0200%
                  69   Wesco Self Storage                                               0.0200%
                  72   Columbus Multifamily Portfolio                                   0.0200%
              72.001   Greystone at Green Island Oaks
              72.002   Greystone at Maple Ridge
                  73   Midway Plaza                                                     0.0200%
                  76   The Overland Park Village Apartments                             0.0200%
                  79   Young's Bay Plaza                                                0.0700%
                  80   Youngstown Shopping Center                                       0.0200%
                  82   JC Penney Outlet Store                                           0.0200%
                  83   The Carnival Flea Market                                         0.0200%
                  88   International Paper Distribution - Marianna, FL                  0.0200%
                  96   International Paper - Kentwood, MI                               0.0200%
                  97   Storage Express - Lancaster, CA                                  0.0200%
                  98   Eastern Commons                                                  0.0200%
                 103   USA Managed Care Building                                        0.0200%
                 104   StorQuest Self Storage - Oxnard, CA                              0.0200%
                 105   Best Western - Philadelphia, PA                                  0.0200%
                 107   Siena Canyon Square                                              0.0200%
                 108   Concord Town Center Portfolio                                    0.0200%
             108.001   Concord Town Center
             108.002   Anchor Bank
                 109   Willow Grove - Extra Space Self Storage                          0.0200%
                 110   Holiday Inn Express - Griffin, GA                                0.0200%
                 113   Fieldcrest III Apartments                                        0.0200%
                 114   Lumberton On The Lake                                            0.0200%
                 116   Haverty's Square Retail Center                                   0.0200%
                 117   Storage America Center                                           0.0200%
                 120   Harbor Towers                                                    0.0200%
                 121   Southgate Shopping Center                                        0.0200%
                 122   Portsmouth Business Center                                       0.0200%
                 123   Mission Towers                                                   0.0200%
                 124   The Fountains                                                    0.0200%
                 126   Value City Furniture                                             0.0200%
                 131   Fieldcrest I Apartments                                          0.0200%
                 132   Advance Auto Stores - Biltmore Portfolio                         0.0200%
             132.001   Advance Auto - Fayetteville, NC
             132.002   Advance Auto - Henderson, NC
             132.003   Advance Auto - Wake Forest, NC
             132.004   Advance Auto - Kinston, NC
                 139   350 Long Beach                                                   0.0200%
                 140   The Shoppes on Shugart Shopping Center                           0.0200%
                 141   Fieldcrest II Apartments                                         0.0200%
                 143   Park Lane Shopping Center                                        0.0200%
                 149   Rothwood Apartments                                              0.0200%
                 152   St. Anthony Village                                              0.0200%
                 153   Woodland Crossing Shopping Center                                0.0200%
                 155   5396 School Road                                                 0.0200%
                 165   Atwood Plaza                                                     0.0200%
</TABLE>

<PAGE>

                                  SCHEDULE VIII

                                   [Reserved]

<PAGE>

                                   EXHIBIT A-1

   FORM OF CLASS [A-1] [A-2] [A-AB] [A-3] [A-4] [A-1A] [A-M] [A-J] CERTIFICATE

                  COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1
   CLASS [A-1] [A-2] [A-AB] [A-3] [A-4] [A-1A] [A-M] [A-J] COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                       CWCAPITAL COMMERCIAL FUNDING CORP.

<TABLE>
<CAPTION>
<S>                                                            <C>
Pass_Through Rate: [___]%                                      Initial Certificate Principal Balance of this Certificate
                                                               as of the Closing Date: $____________

Date of Pooling and Servicing Agreement:                       Class Principal Balance of all the Class [A_1] [A_2] [A_AB]
                                                               [A_3] [A_4] [A_1A] December 1, 2006 [A_M] [A_J] Certificates
                                                               as of the Closing Date: $____________

Cut-off Date: With respect to each Mortgage Loan               Aggregate unpaid principal balance of the Mortgage Pool as of
included in the Trust its Due Date in December, 2006.          the Cut-off Date, after deducting payments of principal due on
                                                               or before such date:

Closing Date: December 21, 2006                                $2,545,161,488

First Distribution Date: January 18, 2007

Master Servicer: Wachovia Bank, National Association           Trustee: Wells Fargo Bank, N.A.

Special Servicer: CWCapital Asset Management LLC

Certificate No. [A-1] [A-2] [A-AB] [A-3] [A-4]                 CUSIP No.: _____________
[A-1A] [A-M] [A-J]-___
</TABLE>

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CWCAPITAL
COMMERCIAL FUNDING CORP., WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL ASSET
MANAGEMENT LLC, WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among CWCapital
Commercial Funding Corp., as depositor (the "Depositor," which term includes any
successor entity under the Agreement), Wachovia Bank, National Association, as
master servicer (the "Master Servicer," which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A., as trustee (the "Trustee," which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

      Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in January 2007. During any given month, the payment date
will be the 4th Business Day following the related Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) ( in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

      Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

      The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential).

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

      Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-4, Class A-1-A, Class IO, Class A-M, Class A-J, Class B, Class C and
Class D Certificates are reduced to zero.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee

                                        By:
                                              ---------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [A-1] [A-2] [A-AB] [A-3] [A-4] [A-1A] [A-M] [A-J]
Certificates referred to in the within-mentioned Agreement.

Dated: _____________

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar

                                        By:
                                              ---------------------------------
                                              Authorized Officer

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of Assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

      Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________.

      This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-2

                         FORM OF CLASS [IO] CERTIFICATE

                  COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1
            CLASS [IO] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                       CWCAPITAL COMMERCIAL FUNDING CORP.

<TABLE>
<CAPTION>
<S>                                                            <C>
Pass-Through Rate: [____]% Variable                            Initial Certificate Notional Amount of this Certificate
                                                               as of the Closing Date:
                                                               $____________

Date of Pooling and Servicing Agreement:                       Class Notional Amount of all the Class [IO]
December 1, 2006                                               Certificates as of the Closing Date:
                                                               $_____________

Cut-off Date: With respect to each Mortgage Loan               Aggregate unpaid principal balance of the Mortgage Pool
included in the Trust its Due Date in December, 2006.          as of the Cut-off Date, after deducting payments of
                                                               principal due on or before such date: $2,545,161,488
                                                               Closing Date: December 21, 2006

First Distribution Date: January 18, 2007

Master Servicer: Wachovia Bank, National Association           Trustee: Wells Fargo Bank, N.A.

Special Servicer: CWCapital Asset Management LLC

Certificate No. [IO]-___                                       CUSIP No.: _____________
</TABLE>

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CWCAPITAL
COMMERCIAL FUNDING CORP., WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL ASSET
MANAGEMENT LLC, WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO
PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the notional
principal amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional principal amount of all the
Certificates of the same Class as this Certificate (their "Class Notional
Amount") as of the Closing Date) in that certain beneficial ownership interest
in the Trust evidenced by all the Certificates of the same Class as this
Certificate. The Trust was created and the Certificates were issued pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among CWCapital Commercial Funding Corp., as depositor (the "Depositor," which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer," which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC, as
special servicer (the "Special Servicer," which term includes any successor
entity under the Agreement) and Wells Fargo Bank, N.A., as trustee (the
"Trustee," which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

      Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in January 2007. During any given month, the payment date
will be the 4th Business Day following the related Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate will be made
after due notice by the Trustee of the pendency of such distribution and only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

      If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with a Transfer of a Global Certificate for any Class of
Book-Entry Non Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.

      Except as discussed below, an interest in a Rule 144A Global Certificate
for any Class of Book-Entry Non-Registered Certificates may not be transferred
to any Person who takes delivery other than in the form of an interest in such
Rule 144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate, a Transferee of an interest herein that takes delivery for a Class
of Book-Entry Non-Registered Certificates shall be deemed to have represented
and warranted that all the certifications set forth in Exhibit F-2C attached to
the Agreement are, with respect to the subject Transfer, true and correct.

      Any interest in a Rule 144A Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Regulation S Global Certificate for such Class of Certificates
upon delivery to the Certificate Registrar of (x) a certificate to the effect
that the Certificate Owner desiring to effect such Transfer is the Depositor or
an Affiliate of the Depositor and (y) such written orders and instructions as
are required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Rule 144A Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in the subject Class of Certificates to be transferred. Upon delivery
to the Certificate Registrar of such certification and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Rule 144A
Global Certificate in respect of the subject Class of Certificates and increase
the denomination of the Regulation S Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions, provided that no Regulation S Restricted Certificate may be
transferred to a Person who wishes to take delivery under Regulation S. A
Regulation S Restricted Certificate is any Certificate that is not rated in one
of the four highest generic ratings categories by a Rating Agency.

      Also notwithstanding the second preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

      Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository, provided
that no Regulation S Restricted Certificate may be transferred to a Person who
wishes to take delivery under Regulation S.

      Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates being
transferred and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

      None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Wachovia Capital Markets, LLC, the Trustee, the Master
Servicer, the Special Servicer, the Tax Administrator, the Certificate Registrar
and their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

      No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

      The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential).

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

      Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-4, Class A-1-A, Class IO, Class A-M, Class A-J, Class B, Class C and
Class D Certificates are reduced to zero.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee

                                        By:
                                              ---------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [IO] Certificates referred to in the
within-mentioned Agreement.

Dated: _____________

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar

                                        By:
                                              ---------------------------------
                                              Authorized Officer

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of Assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

      Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________.

      This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-3

                      FORM OF CLASS [B] [C] [D] CERTIFICATE

                  COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1
         CLASS [B] [C] [D] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                       CWCAPITAL COMMERCIAL FUNDING CORP.

<TABLE>
<CAPTION>
<S>                                                            <C>
Pass_Through Rate: [___]%                                      Initial Certificate Principal Balance of this Certificate
                                                               as of the Closing Date:
                                                               $_______________

Date of Pooling and Servicing Agreement:                       Class Principal Balance of all the Class [B] [C] [D]
December 1, 2006                                               Certificates as of the Closing Date:
                                                               $____________

Cut-off Date: With respect to each Mortgage Loan               Aggregate unpaid principal balance of the Mortgage Pool
included in the Trust its Due Date in December, 2006.          as of the Cut-off Date, after deducting payments of
                                                               principal due on or before such date:
Closing Date: December 21, 2006                                $2,545,161,488

First Distribution Date: January 18, 2007

Master Servicer: Wachovia Bank, National Association           Trustee: Wells Fargo Bank, N.A.

Special Servicer: CWCapital Asset Management LLC

Certificate No. [B] [C] [D]-___                                CUSIP No.: _____________
</TABLE>

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CWCAPITAL
COMMERCIAL FUNDING CORP., WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL ASSET
MANAGEMENT LLC, WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among CWCapital
Commercial Funding Corp., as depositor (the "Depositor," which term includes any
successor entity under the Agreement), Wachovia Bank, National Association, as
master servicer (the "Master Servicer," which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A., as trustee (the "Trustee," which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

      Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in January 2007. During any given month, the payment date
will be the 4th Business Day following the related Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

      Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

      The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential).

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

      Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-4, Class A-1-A, Class IO, Class A-M, Class A-J, Class B, Class C and
Class D Certificates are reduced to zero.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee

                                        By:
                                              ---------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [B] [C] [D] Certificates referred to in the
within-mentioned Agreement.

Dated: _____________

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar

                                        By:
                                              ---------------------------------
                                              Authorized Officer

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of Assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

      Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________.

      This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-4

            FORM OF CLASS [E] [J] [K] [L] [M] [N] [O] [P] CERTIFICATE

                  COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1
     CLASS [E] [J] [K] [L] [M] [N] [O] [P] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                       CWCAPITAL COMMERCIAL FUNDING CORP.

<TABLE>
<CAPTION>
<S>                                                            <C>
Pass_Through Rate: [____]%                                     Initial Certificate Principal Balance of this Certificate
                                                               as of the Closing Date:
                                                               $_______________

Date of Pooling and Servicing Agreement:                       Class Principal Balance of all the Class [E] [J] [K] [L]
December 1, 2006                                               [M] [N] [O] [P] Certificates as of the Closing Date:
                                                               $________________

Cut-off Date: With respect to each Mortgage Loan               Aggregate unpaid principal balance of the Mortgage Pool as of
included in the Trust its Due Date in December, 2006.          the Cut-off Date, after deducting payments of principal due on
                                                               or before such date:
Closing Date: December 21, 2006                                $2,545,161,488

First Distribution Date: January 18, 2007

Master Servicer: Wachovia Bank, National Association           Trustee: Wells Fargo Bank, N.A.

Special Servicer: CWCapital Asset Management LLC

Certificate No. [E] [J] [K] [L] [M] [N] [O] [P]-___            CUSIP No.: _____________
</TABLE>

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CWCAPITAL
COMMERCIAL FUNDING CORP., WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL ASSET
MANAGEMENT LLC, WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO
PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among CWCapital
Commercial Funding Corp., as depositor (the "Depositor," which term includes any
successor entity under the Agreement), Wachovia Bank, National Association, as
master servicer (the "Master Servicer," which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A., as trustee (the "Trustee," which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

      Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in January 2007. During any given month, the payment date
will be the 4th Business Day following the related Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

      Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

      If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with a Transfer of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

      Except as discussed below, an interest in a Rule 144A Global Certificate
for any Class of Book-Entry Non-Registered Certificates may not be transferred
to any Person who takes delivery other than in the form of an interest in such
Rule 144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate, a Transferee of an interest herein that takes delivery for a Class
of Book-Entry Non-Registered Certificates shall be deemed to have represented
and warranted that all the certifications set forth in Exhibit F-2C attached to
the Agreement are, with respect to the subject Transfer, true and correct.

      Any interest in a Rule 144A Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Regulation S Global Certificate for such Class of Certificates
upon delivery to the Certificate Registrar of (x) a certificate to the effect
that the Certificate Owner desiring to effect such Transfer is the Depositor or
an Affiliate of the Depositor and (y) such written orders and instructions as
are required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Rule 144A Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in the subject Class of Certificates to be transferred. Upon delivery
to the Certificate Registrar of such certification and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Rule 144A
Global Certificate in respect of the subject Class of Certificates and increase
the denomination of the Regulation S Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions, provided that no Regulation S Restricted Certificate may be
transferred to a Person who wishes to take delivery under Regulation S. A
Regulation S Restricted Certificate is any Certificate that is not rated in one
of the four highest generic ratings categories by a Rating Agency.

      Also notwithstanding the second preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

      Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository, provided
that no Regulation S Restricted Certificate may be transferred to a Person who
wishes to take delivery under Regulation S.

      Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates being
transferred and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

      None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Wachovia Capital Markets, LLC, the Trustee, the Master
Servicer, the Special Servicer, the Tax Administrator, the Certificate Registrar
and their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

      No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

      The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential).

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

      Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-4, Class A-1-A, Class IO, Class A-M, Class A-J, Class B, Class C and
Class D Certificates are reduced to zero.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee

                                        By:
                                              ---------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [E] [J] [K] [L] [M] [N] [O] [P] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar

                                        By:
                                              ---------------------------------
                                              Authorized Officer

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of Assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

      Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________.

      This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-5

             FORM OF CLASS [F] [G] [H] [AMP-E1] [AMP-E2] CERTIFICATE

                  COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1
      CLASS [F] [G] [H] [AMP-E1] [AMP-E2] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                       CWCAPITAL COMMERCIAL FUNDING CORP.

<TABLE>
<CAPTION>
<S>                                                            <C>
Pass_Through Rate: [____]%, Subject to the                     Initial Certificate Principal Balance of this Certificate
Weighted Average Net Mortgage Rate                             as of the Closing Date:
                                                               $_______________

Date of Pooling and Servicing Agreement:                       Class Principal Balance of all the Class [F] [G] [H]
December 1, 2006                                               [AMP_E1] [AMP_E2] Certificates as of the Closing
                                                               Date:
                                                               $________________

Cut-off Date: With respect to each Mortgage Loan               Aggregate unpaid principal balance of the Mortgage Pool
included in the Trust its Due Date in December, 2006.          as of the Cut-off Date, after deducting payments of
                                                               principal due on or before such date:
Closing Date: December 21, 2006                                $2,545,161,488

First Distribution Date: January 18, 2007

Master Servicer: Wachovia Bank, National Association           Trustee: Wells Fargo Bank, N.A.

Special Servicer: CWCapital Asset Management LLC

Certificate No. [F] [G] [H] [AMP-E1] [AMP-E2]-___              CUSIP No.: _____________
</TABLE>

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CWCAPITAL
COMMERCIAL FUNDING CORP., WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL ASSET
MANAGEMENT LLC, WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among CWCapital
Commercial Funding Corp., as depositor (the "Depositor," which term includes any
successor entity under the Agreement), Wachovia Bank, National Association, as
master servicer (the "Master Servicer," which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A., as trustee (the "Trustee," which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

      Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in January 2007. During any given month, the payment date
will be the 4th Business Day following the related Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate) will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

      Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

      If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with a Transfer of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates to a successor Depository or to the
applicable Certificate Owner in accordance with Section 5.03 of the Agreement),
then the Certificate Registrar shall refuse to register such Transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

      Except as discussed below, an interest in a Rule 144A Global Certificate
for any Class of Book-Entry Non-Registered Certificates may not be transferred
to any Person who takes delivery other than in the form of an interest in such
Rule 144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate, a Transferee of an interest herein that takes delivery for a Class
of Book-Entry Non-Registered Certificates shall be deemed to have represented
and warranted that all the certifications set forth in Exhibit F-2C attached to
the Agreement are, with respect to the subject Transfer, true and correct.

      Also notwithstanding the second preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository to direct the Trustee to debit the
account of a Depository Participant by the denomination of the transferred
interests in such Rule 144A Global Certificate. Upon delivery to the Certificate
Registrar of such certifications and/or opinions and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject Rule
144A Global Certificate by the denomination of the transferred interests in such
Rule 144A Global Certificate, and shall cause a Definitive Certificate of the
same Class as such Rule 144A Global Certificate, and in a denomination equal to
the reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

      None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Wachovia Capital Markets, LLC, the Trustee, the Master
Servicer, the Special Servicer, the Tax Administrator, the Certificate Registrar
and their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

      No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. Except in connection with Transfer of
this Certificate to a successor Depository or to the applicable Certificate
Owner in accordance with Section 5.03 of the Agreement, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered
Certificate unless it has received from the prospective Transferee one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar (if this Certificate constitutes a
Definitive Certificate) a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee (and in any event any owner of a
Book-Entry Certificate that is not an Investment Grade Certificate) shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code
(or similar violation of Similar Law). Any Transferee of a Book-Entry
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be
deemed to have represented and warranted that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Mortgage Loans determined as of the
Closing Date, or by any Affiliate of such Person.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

      The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential).

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

      Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-4, Class A-1-A, Class IO, Class A-M, Class A-J, Class B, Class C and
Class D Certificates are reduced to zero.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of either REMIC Pool as a REMIC, without the consent of
the Holders of any of the Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee

                                        By:
                                              ---------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [F] [G] [H] [AMP-E1] [AMP-E2] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar

                                        By:
                                              ---------------------------------
                                              Authorized Officer

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of Assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

      Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________.

      This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-6

                     FORM OF CLASS [R-I] [R-II] CERTIFICATES

                  COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1
        CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                       CWCAPITAL COMMERCIAL FUNDING CORP.

<TABLE>
<CAPTION>
<S>                                                            <C>
Date of Pooling and Servicing Agreement:                       Percentage Interest evidenced by this Certificate in the
December 1, 2006                                               related Class: ___%

Cut-off Date: With respect to each Mortgage Loan               Aggregate unpaid principal balance of the Mortgage Pool
included in the Trust its Due Date in December, 2006.          as of the Cut-off Date, after deducting payments of
                                                               principal due on or before such date:
Closing Date: December 21, 2006                                $2,545,161,488

First Distribution Date: January 18, 2007

Master Servicer: Wachovia Bank, National Association           Trustee: Wells Fargo Bank, N.A.

Special Servicer: CWCapital Asset Management LLC

Certificate No. [R-I] [R-II]-___                               CUSIP No.: _____________
</TABLE>

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY MATERIALLY SIMILAR
PROVISION OF APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CWCAPITAL
COMMERCIAL FUNDING CORP., WACHOVIA BANK, NATIONAL ASSOCIATION, CWCAPITAL ASSET
MANAGEMENT LLC, WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"). CONSEQUENTLY, THE TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

      This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Certificates of the same Class as this Certificate. The Trust was
created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among CWCapital
Commercial Funding Corp., as depositor (the "Depositor," which term includes any
successor entity under the Agreement), Wachovia Bank, National Association, as
master servicer (the "Master Servicer," which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer," which term includes any successor entity under the
Agreement) and Wells Fargo Bank, N.A., as trustee (the "Trustee," which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

      Pursuant to the terms of the Agreement, distributions will be made
monthly, commencing in January 2007. During any given month, the payment date
will be the 4th Business Day following the related Determination Date (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first Distribution Date, at the
close of business on the Closing Date specified above) (in any event, the
"Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed pursuant
to the Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on) the Record Date for such distribution (which
wiring instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register. Notwithstanding
the above, the final distribution in respect of this Certificate will be made
after due notice by the Trustee of the pendency of such distribution and only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Distribution Account
and, if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

      If a Transfer of this Certificate is to be made without registration under
the Securities Act, then the Certificate Registrar shall refuse to register such
Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
Transfer substantially in the form attached as Exhibit F-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached as Exhibit F-2A to the Agreement; or (ii) an Opinion of
Counsel satisfactory to the Trustee to the effect that such Transferee is a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Tax Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

      None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,
Wachovia Capital Markets, LLC, the Trustee, the Master Servicer, the Special
Servicer, the Tax Administrator, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

      No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to Title I ERISA, Section 4975 of the Code or any materially similar
provision ("Similar Law") of applicable federal, state or local law (each, a
"Plan"), or (B) any Person who is directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code
or any similar violation of Similar Law. The Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan.

      Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the Transfer of an Ownership Interest
in this Certificate to such proposed Transferee. In addition, the Certificate
Registrar shall not register the transfer of an Ownership Interest in this
Certificate to any entity classified as a partnership under the Code unless at
the time of transfer, all of its beneficial owners are United States Persons.

      Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to Transfer its Ownership Interest
herein and (y) not to Transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

      The provisions of Section 5.02(d) of the Agreement may be modified, added
to or eliminated, provided that there shall have been delivered to the Trustee
and the Tax Administrator the following: (a) written confirmation from each
Rating Agency to the effect that the modification of, addition to or elimination
of such provisions will not cause such Rating Agency to withdraw, qualify or
downgrade its then-current rating of any Class of Certificates; and (b) an
opinion of counsel, in form and substance satisfactory to the Trustee and the
Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause either REMIC Pool to (A) cease
to qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

      A "Permitted Transferee" is any Transferee that is not (i) a Disqualified
Organization, (ii) any Person as to whom the transfer of this Certificate may
cause either REMIC Pool to fail to qualify as a REMIC, (iii) a Disqualified
Non-United States Tax Person, (iv) a Disqualified Partnership or (v) a United
States Tax Person with respect to whom income is attributable to a foreign
permanent establishment or fixed base (within the meaning of any applicable
income tax treaty between the United States and any foreign jurisdiction) of a
United States Tax Person.

      A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iii) rural electric and telephone
cooperatives described in Section 1381 of the Code and (iv) any other Person so
designated by the Trustee or Tax Administrator based upon an opinion of counsel
that the holding of an Ownership Interest in a Residual Interest Certificate by
such Person may cause the Trust Fund or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Residual Interest Certificate to
such Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.

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

      A "Disqualified Partnership" is any domestic entity classified as a
partnership under the Code, if any of its beneficial owners (other than through
a U.S. corporation) are (or are permitted to be under the related partnership
agreement) Disqualified Non-United States Tax Persons.

      A "Non-United States Tax Person" is any Person other than a United States
Tax Person. A "United States Tax Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust (or
to the extent provided in the Treasury regulations, if the trust was in
existence on August 20, 1996 and elected to be treated as a United States
Person), all within the meaning of Section 7701(a)(30) of the Code.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential).

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

      Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Depositor, the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust and (iii) the
exchange by the sole remaining Certificateholder of all of its Certificates for
all of the Mortgage Loans and REO Properties remaining in the Trust. The
Agreement permits, but does not require, the Depositor, the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Trust
Balance specified on the face hereof. The Agreement also permits, but does not
require, the sole remaining Certificateholder to acquire all of the Mortgage
Loans and any REO Properties remaining in the Trust in exchange for all of the
Certificates held by such Certificateholder following the date on which the
aggregate principal balance of the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-4, Class A-1-A, Class IO, Class A-M, Class A-J, Class B, Class C and
Class D Certificates are reduced to zero. The Agreement permits, with certain
exceptions therein provided, the amendment thereof, and the modification of the
rights and obligations of the Depositor, the Master Servicer, the Special
Servicer and the Trustee thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66 2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee

                                        By:
                                              ---------------------------------
                                              Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [R-I] [R-II] Certificates referred to in the
within-mentioned Agreement.

Dated: _____________

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar

                                        By:
                                              ---------------------------------
                                              Authorized Officer

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of Assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

      Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________.

      This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.

<PAGE>

                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT

<PAGE>

                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION

To the parties listed on the attached Schedule A

            Re:         CWCapital Commercial Funding Corp., as depositor, COBALT
                        CMBS Commercial Mortgage Trust 2006-C1, Commercial
                        Mortgage Pass Through Certificates, Series 2006-C1 (the
                        "Certificates")
                        --------------------------------------------------------
Ladies and Gentlemen:

      Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement dated
as of December 1, 2006, relating to the above-referenced Certificates (the
"Agreement"), Wells Fargo Bank, N.A., in its capacity as trustee (the
"Trustee"), hereby certifies as to each Mortgage Loan subject as of the date
hereof to the Agreement (except as identified in the exception report attached
hereto) that: (i) all documents specified in clauses (a)(i) through (a)(v),
(a)(vii) and (a)(viii) (without regard to the second parenthetical in such
clause (a)(viii)) of the definition of "Mortgage File", are in its possession or
the possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Agreement has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents);
(iii) all documents received by it or any Custodian with respect to such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of the Agreement and in this Certification and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (v) and (vi)(B) of the definition of "Mortgage
Loan Schedule" accurately reflects the information set forth in the Mortgage
File.

      Neither the Trustee nor any Custodian is under any duty or obligation to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Loans delivered to it to determine that the same
are valid, legal, effective, genuine, binding, enforceable, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, neither the Trustee nor any Custodian
shall have any responsibility for determining whether the text of any assignment
or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. In performing the review contemplated herein, the Trustee or any
Custodian may rely on the Depositor as to the purported genuineness of any such
document and any signature thereon.

      Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                        Respectfully,

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee

                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   Schedule A

CWCapital Commercial Funding Corp.
One Charles River Place
63 Kendrick Street
Needham, Massachusetts  02494

Fitch, Inc.
One State Street Plaza, 31st Floor
New York, New York  10004

Standard & Poor's Rating Services,
   a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st Floor
New York, NY 10041-0003

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

Citigroup Global Markets Realty Corp.
388 Greenwich Street, 10th Floor
New York, New York  10019

Wachovia Capital Markets, LLC
301 South College Street
Charlotte, NC 28288

Wachovia Bank, National Association
10851 Mastin Street, Building 82, Suite 300,
Overland Park, KS 66210

CWCapital Asset Management LLC,
701 Thirteen Street, NW, Suite 1000
Washington, DC 20005

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
1055 10th Avenue SE
Minneapolis, MN 55414
Attention:    Mortgage Document Custody --
              CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
              Commercial Mortgage Trust 2006-C1

                    Re:   CWCapital Commercial Funding Corp., as depositor,
                          COBALT CMBS Commercial Mortgage Trust 2006-C1,
                          Commercial Mortgage Pass-Through Certificates, Series
                          2006-C1
                          ------------------------------------------------------

      In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of December 1, 2006 (the "Pooling and Servicing Agreement"), by and
among CWCapital Commercial Funding Corp. as depositor, the undersigned as master
servicer (the "Master Servicer"), CWCapital Asset Management LLC as special
servicer (the "Special Servicer") and you as trustee (the "Trustee"), the
undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

      Property Name: ___________________________________________________________

      Address: _________________________________________________________________

      Control No.: _____________________________________________________________

      If only particular documents in the Mortgage File are requested, please
      specify which: ___________________________________________________________
      __________________________________________________________________________
      __________________________________________________________________________

Reason for requesting file (or portion thereof):

     ______     1.      Mortgage Loan paid in full. The undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Custodial Account pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

     ______     2.      Other. (Describe) ______________________________________
                        ________________________________________________________
                        ________________________________________________________

      The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.

      Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                        WACHOVIA BANK, NATIONAL ASSOCIATION

                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                   ___________

Wells Fargo Bank, N.A.
1055 10th Avenue SE
Minneapolis, MN 55414
Attention:    Mortgage Document Custody --
              CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
              Commercial Mortgage Trust 2006-C1

                    Re:   CWCapital Commercial Funding Corp., as depositor,
                          COBALT CMBS Commercial Mortgage Trust 2006-C1,
                          Commercial Mortgage Pass-Through Certificates, Series
                          2006-C1
                          ------------------------------------------------------

      In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of December 1, 2006 (the "Pooling and Servicing Agreement"), by and
among CWCapital Commercial Funding Corp. as depositor, Wachovia Bank, National
Association as master servicer (the "Master Servicer"), the undersigned as
special servicer (the "Special Servicer") and you as trustee (the "Trustee"),
the undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

      Property Name: ___________________________________________________________

      Address: _________________________________________________________________

      Control No.: _____________________________________________________________

      If only particular documents in the Mortgage File are requested, please
      specify which: ___________________________________________________________
      __________________________________________________________________________
      __________________________________________________________________________

Reason for requesting file (or portion thereof):

     ______     1.      Mortgage Loan paid in full. The undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Custodial Account pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

     ______     2.      Other. (Describe) ______________________________________
                        ________________________________________________________
                        ________________________________________________________

      The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof (or within such longer
period as we have indicated as part of our reason for the request), unless the
Mortgage Loan has been paid in full or otherwise liquidated, in which case the
Mortgage File (or such portion thereof) will be retained by us permanently.

      Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                        CWCAPITAL ASSET MANAGEMENT LLC

                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT

                        LOAN PAYMENT NOTIFICATION REPORT
                           as of _____________________

<TABLE>
<CAPTION>
        S4                  S55              S61         S58           P7            P8            P10               P11
------------------------------------------------------------------------------------------------------------------------------
                         Short Name                                                 Paid
                           (When           Property                 Scheduled       Thru         Current           Maturity
   Prospectus ID        Appropriate)         Type       State     Loan Balance      Date      Interest Rate          Date
------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>          <C>       <C>               <C>       <C>                  <C>
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Scheduled Payments
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Unscheduled Payment
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Total:                                                           $
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
        S4                  P93                P97                    Servicer Estimated Information
---------------------------------------------------------------------------------------------------------------
                         Preceding
                        Fiscal Yr.                                               Expected         Expected
                           DSCR            Most Recent           Yield           Payment        Distribution
   Prospectus ID            NCR             DSCR NCF          Maintenance          Date             Date
---------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                <C>                <C>            <C>
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Scheduled Payments
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Unscheduled Payment
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Total:
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
</TABLE>

The Borrower has only requested the information to pay-off. This does not
indicate a definite payment.

<PAGE>

                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, MN  55479-0113
Attention:   Corporate Trust Services--
             CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
             Commercial Mortgage Trust 2006-C1

                  Re:   CWCapital Commercial Funding Corp., as depositor, COBALT
                        CMBS Commercial Mortgage Trust 2006-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2006-C1,
                        Class _____, [having an initial aggregate [Certificate
                        Principal Balance] [Certificate Notional Amount] as of
                        December 21, 2006 (the "Closing Date") of $__________]
                        [representing a ____% Percentage Interest in the subject
                        Class]

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 1, 2006, between CWCapital
Commercial Funding Corp., as Depositor, Wachovia Bank, National Association, as
Master Servicer, CWCapital Asset Management LLC, as Special Servicer and Wells
Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in a Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in a Transferred Certificate
      or any other similar security by means of general advertising or in any
      other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security, which (in the case of any of the acts described in
      clauses (a) through (e) hereof) would constitute a distribution of the
      Transferred Certificates under the Securities Act of 1933, as amended (the
      "Securities Act"), would render the disposition of the Transferred
      Certificates a violation of Section 5 of the Securities Act or any state
      securities laws, or would require registration or qualification of the
      Transferred Certificates pursuant to the Securities Act or any state
      securities laws.

                                        Very truly yours,

                                        ________________________________________
                                        (Transferor)


                                        By:_____________________________________
                                        Name:
                                        Title:

<PAGE>

                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, MN  55479-0113

Attention:   Corporate Trust Services --
             CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
             Commercial Mortgage Trust 2006-C1

                  Re:   CWCapital Commercial Funding Corp., as depositor, COBALT
                        CMBS Commercial Mortgage Trust 2006-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2006-C1,
                        Class ___, [having an initial aggregate [Certificate
                        Principal Balance] [Certificate Notional Amount] as of
                        December 21, 2006 (the "Closing Date") of $__________]
                        [representing a ____% Percentage Interest in the subject
                        Class]

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to ____________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 2006 among
CWCapital Commercial Funding Corp., as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer and Wells Fargo Bank, N.A., as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, and for the benefit of the
Trustee and the Depositor, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      is being made in reliance on Rule 144A. The Transferee is acquiring the
      Transferred Certificates for its own account or for the account of another
      Qualified Institutional Buyer, and understands that such Transferred
      Certificates may be resold, pledged or transferred only (a) to a person
      reasonably believed to be a Qualified Institutional Buyer that purchases
      for its own account or for the account of another Qualified Institutional
      Buyer and to whom notice is given that the resale, pledge or transfer is
      being made in reliance on Rule 144A, or (b) pursuant to another exemption
      from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust Fund created
      pursuant thereto, and (e) all related matters, that it has requested.

            3. If the Transferee proposes that the Transferred Certificates be
      registered in the name of a nominee, such nominee has completed the
      Nominee Acknowledgement below.

            4. Check one of the following:

               ____     The Transferee is a "U.S. Person" and it has attached
                        hereto an Internal Revenue Service ("IRS") Form W-9 (or
                        successor form).

               ____     The Transferee is not a "U.S. Person" and under
                        applicable law in effect on the date hereof, no taxes
                        will be required to be withheld by the Certificate
                        Registrar (or its agent) with respect to Distributions
                        to be made on the Transferred Certificate. The
                        Transferee has attached hereto (i) a duly executed IRS
                        Form W-8BEN (or successor form), which identifies such
                        Purchaser as the beneficial owner of the Transferred
                        Certificate and states that such Transferee is not a
                        U.S. Person, (ii) two duly executed copies of IRS Form
                        W-8IMY (and all appropriate attachment) or (iii) two
                        duly executed copies of IRS Form W-8ECI (or successor
                        form), which identify such Transferee as the beneficial
                        owner of the Transferred Certificate and state that
                        interest and original issue discount on the Transferred
                        Certificate is, or is expected to be, effectively
                        connected with a U.S. trade or business. The Transferee
                        agrees to provide to the Certificate Registrar updated
                        IRS Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as
                        the case may be, any applicable successor IRS forms, or
                        such other certifications as the Certificate Registrar
                        may reasonably request, on or before the date that any
                        such IRS form or certification expires or becomes
                        obsolete, or promptly after the occurrence of any event
                        requiring a change in the most recent IRS form of
                        certification furnished by it to the Certificate
                        Registrar.

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


                                        Very truly yours,

                                        ________________________________________
                                        (Transferor)


                                        By:  ___________________________________
                                             Name:
                                             Title:


                             Nominee Acknowledgement

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                        ________________________________________
                                        (Nominee)


                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended, because (i) [the Transferee] [each of the Transferee's equity
      owners] owned and/or invested on a discretionary basis $_______________(1)
      in securities (other than the excluded securities referred to below) as of
      the end of such entity's most recent fiscal year (such amount being
      calculated in accordance with Rule 144A) and (ii) the Transferee satisfies
      the criteria in the category marked below.

      _____   Corporation, etc. The Transferee is a corporation (other than a
              bank, savings and loan association or similar institution),
              Massachusetts or similar business trust, partnership, or any
              organization described in Section 501(c)(3) of the Internal
              Revenue Code of 1986.

      _____   Bank. The Transferee (a) is a national bank or a banking
              institution organized under the laws of any state, U.S.
              territory or the District of Columbia, the business of which is
              substantially confined to banking and is supervised by the state
              or territorial banking commission or similar official or is a
              foreign bank or equivalent institution, and (b) has an audited
              net worth of at least $25,000,000 as demonstrated in its latest
              annual financial statements, a copy of which is attached hereto,
              as of a date not more than 16 months preceding the date of sale
              of the Transferred Certificates in the case of a U.S. bank, and
              not more than 18 months preceding such date of sale in the case
              of a foreign bank or equivalent institution.

      _____   Savings and Loan. The Transferee (a) is a savings and loan
              association, building and loan association, cooperative bank,
              homestead association or similar institution, which is
              supervised and examined by a state or federal authority having
              supervision over any such institutions, or is a foreign savings
              and loan association or equivalent institution and (b) has an
              audited net worth of at least $25,000,000 as demonstrated in its
              latest annual financial statements, a copy of which is attached
              hereto, as of a date not more than 16 months preceding the date
              of sale of the Transferred Certificates in the case of a U.S.
              savings and loan association, and not more than 18 months
              preceding such date of sale in the case of a foreign savings and
              loan association or equivalent institution.

      _____   Broker-dealer. The Transferee is a dealer registered pursuant to
              Section 15 of the Securities Exchange Act of 1934, as amended.

      _____   Insurance Company. The Transferee is an insurance company whose
              primary and predominant business activity is the writing of
              insurance or the reinsuring of risks underwritten by insurance
              companies and which is subject to supervision by the insurance
              commissioner or a similar official or agency of a state, U.S.
              territory or the District of Columbia.

      _____   State or Local Plan. The Transferee is a plan established and
              maintained by a state, its political subdivisions, or any agency
              or instrumentality of the state or its political subdivisions,
              for the benefit of its employees.

      _____   ERISA Plan. The Transferee is an employee benefit plan within
              the meaning of Title I of the Employee Retirement Income
              Security Act of 1974.

      _____   Investment Advisor. The Transferee is an investment advisor
              registered under the Investment Advisers Act of 1940.

      _____   QIB Subsidiary. All of the Transferee's equity owners are
              "qualified institutional buyers" within the meaning of Rule
              144A.

      _____   Other. (Please supply a brief description of the entity and a
              cross-reference to the paragraph and subparagraph under
              subsection (a)(1) of Rule 144A pursuant to which it qualifies.
              Note that registered investment companies should complete Annex
              2 rather than this Annex 1) ______________________________________
              __________________________________________________________________
              _________________________________________________________________.

            3. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee did not include (i) securities of issuers that are affiliated
      with such Person, (ii) securities that are part of an unsold allotment to
      or subscription by such Person, if such Person is a dealer, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee used the cost of such securities to such Person, unless such
      Person reports its securities holdings in its financial statements on the
      basis of their market value, and no current information with respect to
      the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of such Person, but only if such subsidiaries are consolidated with such
      Person in its financial statements prepared in accordance with generally
      accepted accounting principles and if the investments of such subsidiaries
      are managed under such Person's direction. However, such securities were
      not included if such Person is a majority-owned, consolidated subsidiary
      of another enterprise and such Person is not itself a reporting company
      under the Securities Exchange Act of 1934, as amended.

            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee may be in reliance on Rule
      144A.

            ___   ___    Will the Transferee be purchasing the Transferred
            Yes   No     Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.

            8. Capitalized terms used but not defined herein have the respective
      meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
      to which the Transferred Certificates were issued.


                                        ________________________________________
                                        Print Name of Transferee


                                        By:  ___________________________________
                                             Name:
                                             Title:
                                             Date:

----------
(1)   Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A ("Rule 144A") under the Securities
      Act of 1933, as amended, because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, and (ii) as marked below, the
      Transferee alone owned and/or invested on a discretionary basis, or the
      Transferee's Family of Investment Companies owned, at least $100,000,000
      in securities (other than the excluded securities referred to below) as of
      the end of the Transferee's most recent fiscal year. For purposes of
      determining the amount of securities owned by the Transferee or the
      Transferee's Family of Investment Companies, the cost of such securities
      was used, unless the Transferee or any member of the Transferee's Family
      of Investment Companies, as the case may be, reports its securities
      holdings in its financial statements on the basis of their market value,
      and no current information with respect to the cost of those securities
      has been published, in which case the securities of such entity were
      valued at market.

        ______  The Transferee owned and/or invested on a discretionary basis
                $___________________ in securities (other than the excluded
                securities referred to below) as of the end of the Transferee's
                most recent fiscal year (such amount being calculated in
                accordance with Rule 144A).

        ______  The Transferee is part of a Family of Investment Companies which
                owned in the aggregate $______________ in securities (other than
                the excluded securities referred to below) as of the end of the
                Transferee's most recent fiscal year (such amount being
                calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee will be in reliance on Rule
      144A.

            ___   ___    Will the Transferee be purchasing the Transferred
            Yes   No     Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.

            8. Capitalized terms used but not defined herein have the respective
      meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
      to which the Transferred Certificates were issued.


                                        ________________________________________
                                        Print Name of Transferee or Adviser


                                        By:  ___________________________________
                                             Name:
                                             Title:
                                             Date:


                                        IF AN ADVISER:


                                        ________________________________________
                                        Print Name of Transferee

                                        Date:

<PAGE>

                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, MN  55479-0113

Attention:   Corporate Trust Services--
             CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
             Commercial Mortgage Trust 2006-GG7

                  Re:   CWCapital Commercial Funding Corp., as depositor, COBALT
                        CMBS Commercial Mortgage Trust 2006-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2006-C1,
                        Class _____,[having an initial aggregate [Certificate
                        Principal Balance] [Certificate Notional Amount] as of
                        December 21, 2006 (the "Closing Date") of $__________]
                        [representing a ____% Percentage Interest in the subject
                        Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 1, 2006, between CWCapital
Commercial Funding Corp., as Depositor, Wachovia Bank, National Association, as
Master Servicer, CWCapital Asset Management LLC, as Special Servicer and Wells
Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

            1. The Transferee is acquiring the Transferred Certificates for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Transferred Certificates
      have not been and will not be registered under the Securities Act or
      registered or qualified under any applicable state securities laws, (b)
      none of the Depositor, the Trustee or the Certificate Registrar is
      obligated so to register or qualify the Class of Certificates to which the
      Transferred Certificates belong, and (c) neither a Transferred Certificate
      nor any security issued in exchange therefor or in lieu thereof may be
      resold or transferred unless it is (i) registered pursuant to the
      Securities Act and registered or qualified pursuant to any applicable
      state securities laws or (ii) sold or transferred in transactions which
      are exempt from such registration and qualification and the Certificate
      Registrar has received: (A) a certification from the Certificateholder
      desiring to effect such transfer substantially in the form attached as
      Exhibit F-1 to the Pooling and Servicing Agreement and a certification
      from such Certificateholder's prospective transferee substantially in the
      form attached either as Exhibit F-2A to the Pooling and Servicing
      Agreement or as Exhibit F-2B to the Pooling and Servicing Agreement; or
      (B) an opinion of counsel satisfactory to the Trustee with respect to,
      among other things, the availability of such exemption from registration
      under the Securities Act, together with copies of the written
      certification(s) from the transferor and/or transferee setting forth the
      facts surrounding the transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any Transferred Certificate or interest therein, except in
      compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      each Transferred Certificate will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS
            DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
            HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
            ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
            5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a pledge, disposition or other transfer of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in any Transferred
      Certificate or any other similar security by means of general advertising
      or in any other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security, which (in the case of any of the acts
      described in clauses (a) through (e) above) would constitute a
      distribution of the Transferred Certificates under the Securities Act,
      would render the disposition of the Transferred Certificates a violation
      of Section 5 of the Securities Act or any state securities law or would
      require registration or qualification of the Transferred Certificates
      pursuant thereto. The Transferee will not act, nor has it authorized or
      will it authorize any person to act, in any manner set forth in the
      foregoing sentence with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security.

            5. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the Pooling and Servicing Agreement and the Trust Fund
      created pursuant thereto, (d) the nature, performance and servicing of the
      Mortgage Loans, and (e) all related matters, that it has requested.

            6. The Transferee is an "accredited investor" as defined in any of
      paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
      or an entity in which all of the equity owners come within such
      paragraphs. The Transferee has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of an investment in the Transferred Certificates; the Transferee has
      sought such accounting, legal and tax advice as it has considered
      necessary to make an informed investment decision; and the Transferee is
      able to bear the economic risks of such investment and can afford a
      complete loss of such investment.

            7. If the Transferee proposes that the Transferred Certificates be
      registered in the name of a nominee, such nominee has completed the
      Nominee Acknowledgement below.

            8. Check one of the following:

               ______  The Transferee is a "U.S. Person" and it has attached
                       hereto an Internal Revenue Service ("IRS") Form W-9 (or
                       successor form).

               ______  The Transferee is not a "U.S. Person" and under
                       applicable law in effect on the date hereof, no taxes
                       will be required to be withheld by the Certificate
                       Registrar (or its agent) with respect to Distributions
                       to be made on the Transferred Certificate. The
                       Transferee has attached hereto (i) a duly executed IRS
                       Form W-8BEN (or successor form), which identifies such
                       Purchaser as the beneficial owner of the Transferred
                       Certificate and states that such Transferee is not a
                       U.S. Person, (ii) two duly executed copies of IRS Form
                       W-8IMY (and all appropriate attachment) or (iii) two
                       duly executed copies of IRS Form W-8ECI (or successor
                       form), which identify such Transferee as the beneficial
                       owner of the Transferred Certificate and state that
                       interest and original issue discount on the Transferred
                       Certificate is, or is expected to be, effectively
                       connected with a U.S. trade or business. The Transferee
                       agrees to provide to the Certificate Registrar updated
                       IRS Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as
                       the case may be, any applicable successor IRS forms, or
                       such other certifications as the Certificate Registrar
                       may reasonably request, on or before the date that any
                       such IRS form or certification expires or becomes
                       obsolete, or promptly after the occurrence of any event
                       requiring a change in the most recent IRS form of
                       certification furnished by it to the Certificate
                       Registrar.

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

                                        Very truly yours,


                                        ________________________________________
                                        (Transferee)


                                        By:  ___________________________________
                                             Name:
                                             Title:

                             Nominee Acknowledgement

      The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.

                                        ________________________________________
                                        (Nominee)


                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

      Re:   CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
            Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C1, Class _____, having an initial
            aggregate [Certificate Principal Balance] [Certificate Notional
            Amount] as of December 21, 2006 (the "Closing Date") of $__________

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 2006, between CWCapital Commercial Funding
Corp., as Depositor, Wachovia Bank, National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer and Wells Fargo Bank, N.A.,
as Trustee. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer
      to it of the Transferor's interest in the Transferred Certificates is
      being made in reliance on Rule 144A. The Transferee is acquiring such
      interest in the Transferred Certificates for its own account or for the
      account of another Qualified Institutional Buyer.

            2. The Transferee understands that (a) the Transferred Certificates
      have not been and will not be registered under the Securities Act or
      registered or qualified under any applicable state securities laws, (b)
      none of the Depositor, the Trustee or the Certificate Registrar is
      obligated so to register or qualify the Transferred Certificates and (c)
      no interest in the Transferred Certificates may be resold or transferred
      unless (i) such Certificates are registered pursuant to the Securities Act
      and registered or qualified pursuant any applicable state securities laws,
      or (ii) such interest is sold or transferred in a transaction which is
      exempt from such registration and qualification and the Transferor
      desiring to effect such transfer has received (A) a certificate from such
      Certificate Owner's prospective transferee substantially in the form
      attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
      opinion of counsel to the effect that, among other things, such
      prospective transferee is a Qualified Institutional Buyer and such
      transfer may be made without registration under the Securities Act.

            3. The Transferee understands that it may not sell or otherwise
      transfer the Transferred Certificates or any interest therein except in
      compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificates will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
            OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
            CODE OF 1986 (THE "CODE"), OR ANY MATERIALLY SIMILAR PROVISION OF
            APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS
            DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
            HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
            ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
            5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            4. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust Fund created
      pursuant thereto, (e) any credit enhancement mechanism associated with the
      Transferred Certificates, and (f) all related matters, that it has
      requested.

                                        Very truly yours,


                                        ________________________________________
                                        (Transferee)


                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees other than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of CWCapital Commercial Funding Corp.
with respect to the mortgage pass-through certificates being transferred in
book-entry form (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity acquiring interests in the Transferred Certificates
      (the "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) [the Transferee] [each of the Transferee's
      equity owners] owned and/or invested on a discretionary basis
      $____________(2) in securities (other than the excluded securities
      referred to below) as of the end of such entity's most recent fiscal year
      (such amount being calculated in accordance with Rule 144A) and (ii) the
      Transferee satisfies the criteria in the category marked below.

      _____     Corporation, etc. The Transferee is a corporation (other than a
                bank, savings and loan association or similar institution),
                Massachusetts or similar business trust, partnership, or any
                organization described in Section 501(c)(3) of the Internal
                Revenue Code of 1986.

      _____     Bank. The Transferee (a) is a national bank or a banking
                institution organized under the laws of any state, U.S.
                territory or the District of Columbia, the business of which is
                substantially confined to banking and is supervised by the state
                or territorial banking commission or similar official or is a
                foreign bank or equivalent institution, and (b) has an audited
                net worth of at least $25,000,000 as demonstrated in its latest
                annual financial statements, a copy of which is attached hereto,
                as of a date not more than 16 months preceding the date of sale
                of the Transferred Certificates in the case of a U.S. bank, and
                not more than 18 months preceding such date of sale in the case
                of a foreign bank or equivalent institution.

      _____     Savings and Loan. The Transferee (a) is a savings and loan
                association, building and loan association, cooperative bank,
                homestead association or similar institution, which is
                supervised and examined by a state or federal authority having
                supervision over any such institutions or is a foreign savings
                and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest annual financial statements, a copy of which is attached
                hereto, as of a date not more than 16 months preceding the date
                of sale of the Transferred Certificates in the case of a U.S.
                savings and loan association, and not more than 18 months
                preceding such date of sale in the case of a foreign savings and
                loan association or equivalent institution.

      _____     Broker-dealer. The Transferee is a dealer registered pursuant to
                Section 15 of the Securities Exchange Act of 1934, as amended.

      _____     Insurance Company. The Transferee is an insurance company whose
                primary and predominant business activity is the writing of
                insurance or the reinsuring of risks underwritten by insurance
                companies and which is subject to supervision by the insurance
                commissioner or a similar official or agency of a state, U.S.
                territory or the District of Columbia.

      _____     State or Local Plan. The Transferee is a plan established and
                maintained by a state, its political subdivisions, or any agency
                or instrumentality of the state or its political subdivisions,
                for the benefit of its employees.

      _____     ERISA Plan. The Transferee is an employee benefit plan within
                the meaning of Title I of the Employee Retirement Income
                Security Act of 1974.

      _____     Investment Advisor. The Transferee is an investment advisor
                registered under the Investment Advisers Act of 1940, as
                amended.

      _____     QIB Subsidiary. All of the Transferee's equity owners are
                "qualified institutional buyers" within the meaning of Rule
                144A.

      _____     Other. (Please supply a brief description of the entity and a
                cross-reference to the paragraph and subparagraph under
                subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                Note that registered investment companies should complete Annex
                2 rather than this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee did not include (i) securities of issuers that are affiliated
      with such Person, (ii) securities that are part of an unsold allotment to
      or subscription by such Person, if such Person is a dealer, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by any Person, the
      Transferee used the cost of such securities to such Person, unless such
      Person reports its securities holdings in its financial statements on the
      basis of their market value, and no current information with respect to
      the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of such Person, but only if such subsidiaries are consolidated with such
      Person in its financial statements prepared in accordance with generally
      accepted accounting principles and if the investments of such subsidiaries
      are managed under such Person's direction. However, such securities were
      not included if such Person is a majority-owned, consolidated subsidiary
      of another enterprise and such Person is not itself a reporting company
      under the Securities Exchange Act of 1934, as amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificates are relying and will continue to rely on the
      statements made herein because one or more Transfers to the Transferee may
      be in reliance on Rule 144A.

            ___   ___    Will the Transferee be purchasing the Transferred
            Yes   No     Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no," then in each
      case where the Transferee is acquiring any interest in the Transferred
      Certificates for an account other than its own, such account belongs to a
      third party that is itself a "qualified institutional buyer" within the
      meaning of Rule 144A, and the "qualified institutional buyer" status of
      such third party has been established by the Transferee through one or
      more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's acquisition of any
      interest in of the Transferred Certificates will constitute a
      reaffirmation of this certification as of the date of such acquisition. In
      addition, if the Transferee is a bank or savings and loan as provided
      above, the Transferee agrees that it will furnish to such parties any
      updated annual financial statements that become available on or before the
      date of such acquisition, promptly after they become available.

            8. Capitalized terms used but not defined herein have the meanings
      ascribed thereto in the Pooling and Servicing Agreement pursuant to which
      the Transferred Certificates were issued.


                                        ________________________________________
                                        (Transferee)


                                        By:  ___________________________________
                                             Name:
                                             Title:
                                             Date:

----------
(2)   Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees that are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of CWCapital Commercial Funding Corp.
with respect to the mortgage pass-through certificates being transferred in
book-entry form (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity acquired interests the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A"), because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

      ____        The Transferee owned and/or invested on a discretionary basis
                        $___________________ in securities (other than the
                        excluded securities referred to below) as of the end of
                        the Transferee's most recent fiscal year (such amount
                        being calculated in accordance with Rule 144A).

      ____        The Transferee is part of a Family of Investment Companies
                        which owned in the aggregate $______________ in
                        securities (other than the excluded securities referred
                        to below) as of the end of the Transferee's most recent
                        fiscal year (such amount being calculated in accordance
                        with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the Transferor and other parties related to the Transferred Certificates
      are relying and will continue to rely on the statements made herein
      because one or more Transfers to the Transferee will be in reliance on
      Rule 144A.

            ___   ___    Will the Transferee be acquiring interests in the
            Yes   No     Transferred Certificates only for the Transferee's own
                         account?

            6. If the answer to the foregoing question is "no," then in each
      case where the Transferee is acquiring any interest in the Transferred
      Certificates for an account other than its own, such account belongs to a
      third party that is itself a "qualified institutional buyer" within the
      meaning of Rule 144A, and the "qualified institutional buyer" status of
      such third party has been established by the Transferee through one or
      more of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's acquisition of any interest in
      the Transferred Certificates will constitute a reaffirmation of this
      certification by the undersigned as of the date of such acquisition.

            8. Capitalized terms used but not defined herein have the meanings
      ascribed thereto in the Pooling and Servicing Agreement pursuant to which
      the Transferred Certificates were issued.


                                        ________________________________________
                                        (Transferee or Adviser)


                                        By:  ___________________________________
                                             Name:
                                             Title:
                                             Date:


                                        IF AN ADVISER:

                                        Print Name of Transferee

                                        ________________________________________

                                        Date:

<PAGE>

                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

      Re:   CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
            Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C1, Class _____, having an initial
            aggregate [Certificate Principal Balance] [Certificate Notional
            Amount] as of December 21, 2006 (the "Closing Date") of $__________

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 2006, between CWCapital Commercial Funding
Corp., as Depositor, Wachovia Bank, National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer and Wells Fargo Bank, N.A.,
as Trustee. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.

            For purposes of this certification, "United States Securities
Person" means (i) any natural person resident in the United States, (ii) any
partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or administrator is a
United States Securities Person, other than any estate of which any professional
fiduciary acting as executor or administrator is a United States Securities
Person if an executor or administrator of the estate who is not a United States
Securities Person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law, (iv) any trust
of which any trustee is a United States Securities Person, other than a trust of
which any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations and their agencies, affiliates and pension
plans, any other similar international organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

            Additionally, the Transferee hereby certifies, represents and
warrants to and agrees with you that:

            [Check one of the following:]

                _____   The Transferee is a "U.S. Person" and it has attached
                        hereto an Internal Revenue Service ("IRS") Form W-9 (or
                        successor form).

                _____   The Transferee is not a "U.S. Person" and under
                        applicable law in effect on the date hereof, no taxes
                        will be required to be withheld by the Certificate
                        Registrar (or its agent) with respect to Distributions
                        to be made on the Transferred Certificate. The
                        Transferee has attached hereto (i) a duly executed IRS
                        Form W-8BEN (or successor form), which identifies such
                        Purchaser as the beneficial owner of the Transferred
                        Certificate and states that such Transferee is not a
                        U.S. Person, (ii) two duly executed copies of IRS Form
                        W-8IMY (and all appropriate attachment) or (iii) two
                        duly executed copies of IRS Form W-8ECI (or successor
                        form), which identify such Transferee as the beneficial
                        owner of the Transferred Certificate and state that
                        interest and original issue discount on the Transferred
                        Certificate is, or is expected to be, effectively
                        connected with a U.S. trade or business. The Transferee
                        agrees to provide to the Certificate Registrar updated
                        IRS Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as
                        the case may be, any applicable successor IRS forms, or
                        such other certifications as the Certificate Registrar
                        may reasonably request, on or before the date that any
                        such IRS form or certification expires or becomes
                        obsolete, or promptly after the occurrence of any event
                        requiring a change in the most recent IRS form of
                        certification furnished by it to the Certificate
                        Registrar.

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

Dated: __________, _____

                                        By:____________________________________
                                           As, or agent for, the beneficial
                                           owner(s) of the Certificates to which
                                           this certificate relates.

<PAGE>

                                    EXHIBIT G

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, MN  55479-0113
Attention:   Corporate Trust Services --
             CWCapital Commercial Funding Corp., Series 2006-C1

            Re:   CWCapital Commercial Funding Corp., COBALT CMBS Commercial
                  Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
                  Certificates, Series 2006-C1, Class _____, having an initial
                  aggregate [Certificate Principal Balance] [Certificate
                  Notional Amount] [Percentage Interest] as of December 21, 2006
                  (the "Issue Date") of [$__________] [__________%]

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 1, 2006, between CWCapital
Commercial Funding Corp., as Depositor, Wachovia Bank, National Association, as
Master Servicer, CWCapital Asset Management LLC, as Special Servicer and Wells
Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

      The Transferee is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each a "Plan") or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such a Plan or Plans and the
application of Department of Labor Regulation ss. 2510.3-101), other than,
except in the case of a Class IOK Certificate or a Residual Interest
Certificate, an insurance company using the assets of its general account under
circumstances whereby the purchase and holding of Privately Offered Certificates
by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60.

      Except in the case of the Class V Certificates and the Residual Interest
Certificates, which may not be transferred to a Plan or any person acting on
behalf of or using the assets of a Plan, the Transferee understands that if the
Transferee is a Person referred to in 1(a) or (b) above, such Transferee is
required to provide to the Certificate Registrar an opinion of counsel in form
and substance satisfactory to the Certificate Registrar and the Depositor to the
effect that the acquisition and holding of such Certificate by such Transferee
or transferee will not constitute or result in a non-exempt "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, the Certificate Registrar, the
Master Servicer, the Special Servicer, the Initial Purchasers or the Depositor
to any obligation or liability (including obligations or liabilities under
ERISA, Section 4975 of the Code or any such Similar Law) in addition to those
set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall
not be at the expense of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Initial Purchasers, the Certificate Registrar or the
Trust Fund.

<PAGE>

IN WITNESS WHEREOF, the Transferee hereby executes this ERISA representation
letter on the ___ day of [______________], 20[__].

                                        Very truly yours,

                                        ________________________________________
                                        [The Transferee]

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

<PAGE>

                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES

TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(A) and 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

      Re:   CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
            Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C1 (the "Certificates"), issued pursuant
            to the Pooling and Servicing Agreement (the "Pooling and Servicing
            Agreement"), dated as of December 1, 2006, among CWCapital
            Commercial Funding Corp. as Depositor, Wachovia Bank, National
            Association as Master Servicer, CWCapital Asset Management LLC as
            Special Servicer and Wells Fargo Bank, N.A. as Trustee

STATE OF        )
                )     ss.: ____________________
COUNTY OF       )

            I, _________________________, under penalties of perjury, declare
that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:

            1. I am a __________________________ of ____________________________
(the "Purchaser"), on behalf of which I have the authority to make this
affidavit.

            2. The Purchaser is acquiring [Class R-I] [Class R-II] Certificates
representing ________% of the residual interest in each of two real estate
mortgage investment conduits (a "REMIC") designated as ["REMIC I"] ["REMIC II"],
[respectively], relating to the Certificates for which an election is to be made
under Section 860D of the Internal Revenue Code of 1986 (the "Code").

            3. The Purchaser is a Permitted Transferee and is not a
"Disqualified Organization" (as defined below), and that the Purchaser is not
acquiring the [Class R-I] [Class R-II] Certificates for the account of, or as
agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the
purposes hereof, a Disqualified Organization is any of the following: (i) the
United States, (ii) any state or political subdivision thereof, (iii) any
foreign government, (iv) any international organization, (v) any agency or
instrumentality of any of the foregoing, (vi) any tax-exempt organization (other
than a cooperative described in Section 521 of the Code) which is exempt from
the tax imposed by Chapter 1 of the Code unless such organization is subject to
the tax imposed by Section 511 of the Code, (vii) any organization described in
Section 1381(a)(2)(C) of the Code, or (viii) any other entity designated as a
"disqualified organization" by relevant legislation amending the REMIC
Provisions and in effect at or proposed to be effective as of the time of
determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax (except for the Federal Home
Loan Mortgage Corporation) and a majority of its board of directors is not
selected by such governmental unit. The terms "United States" and "international
organization" shall have the meanings set forth in Section 7701 of the Code.

            4. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

            5. The Purchaser will not cause the income from the [Class R-I]
[Class R-II] Certificates to be attributable to a foreign permanent
establishment or fixed base (within the meaning of any applicable income tax
treaty between the United States and any foreign jurisdiction) of a United
States Tax Person.

            6. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] Certificates to a Disqualified Organization.

            7. No purpose of the acquisition of the [Class R-I] [Class R-II]
Certificates is to impede the assessment or collection of tax.

            8. Check one of the following:

|_|     The present value of the anticipated tax liabilities associated with
holding the [Class R-I] [Class R-II] Certificate does not exceed the sum of:

            (i)   the present value of any consideration given to the Purchaser
                  to acquire such [Class R-I] [Class R-II] Certificate;

            (ii)  the present value of the expected future distributions on such
                  [Class R-I] [Class R-II] Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such [Class R-I] [Class R-II] Certificate as the
                  related REMIC generates losses.

For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the
highest rate currently specified in Section 11(b) of the Code (but the tax rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Purchaser has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Purchaser.

|_|     The transfer of the [Class R-I] [Class R-II] Certificates comply with
U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Purchaser is an "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
                  income from the [Class R-I] [Class R-II] Certificates will
                  only be taxed in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Purchaser's two fiscal years preceding the year of the
                  transfer, the Purchaser had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Purchaser within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Purchaser will transfer the [Class R-I] [Class R-II]
                  Certificates only to another "eligible corporation," as
                  defined in U.S. Treasury Regulations Section
                  1.860E-1(c)(6)(i), in a transaction that satisfies the
                  requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
                  Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and

            (iv)  the Purchaser determined the consideration paid to it to
                  acquire the [Class R-I] [Class R-II] Certificates based on
                  reasonable market assumptions (including, but not limited to,
                  borrowing and investment rates, prepayment and loss
                  assumptions, expense and reinvestment assumptions, tax rates
                  and other factors specific to the Purchaser) that it has
                  determined in good faith.

|_|     None of the above.

            9. [Check the statement that applies]

|_|     The Purchaser is a "United States person" as defined in Section 7701(a)
of the Code and the regulations promulgated thereunder (the Purchaser's U.S.
taxpayer identification number is __________). The Purchaser is not classified
as a partnership under the Code (or, if so classified, all of its beneficial
owners are United States persons);

            or

|_|     The Purchaser is not a United States person. However, the Purchaser:

                  (a) conducts a trade or business within the United States and,
            for purposes of Treasury regulation section 1.860G-3(a)(3), is
            subject to tax under Section 882 of the Code;

                  (b) understands that, for purposes of Treasury regulation
            section 1.860E-1(c)(4)(ii), as a holder of a [Class R-I] [Class
            R-II] Certificate for United States federal income tax purposes, it
            may incur tax liabilities in excess of any cash flows generated by
            such [Class R-I] [Class R-II] Certificate;

                  (c) intends to pay the taxes associated with holding a [Class
            R-I] [Class R-II] Certificate;

                  (d) is not classified as a partnership under the Code (or, if
            so classified, all of its beneficial owners either satisfy clauses
            (a), (b) and (c) of this sentence or are United States persons); and

                  (e) has furnished the Transferor and the Trustee with an
            effective IRS Form W-8ECI or successor form and will update such
            form as may be required under the applicable Treasury regulations.

                  9. The Purchaser historically has paid its debts as they have
      come due and intends to pay its debts as they come due in the future and
      the Purchaser intends to pay taxes associated with holding the [Class R-I]
      [Class R-II] Certificates as they become due.

                  10. The Purchaser understands that it may incur tax
      liabilities with respect to the [Class R-I] [Class R-II] Certificates in
      excess of any cash flows generated by such Certificates.

                  11. The Purchaser will not transfer the [Class R-I] [Class
      R-II] Certificates to any person or entity as to which the Purchaser has
      not received an affidavit substantially in the form of this affidavit or
      to any person or entity as to which the Purchaser has actual knowledge
      that the requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof are
      not satisfied, or to any person or entity with respect to which the
      Purchaser has not (at the time of such transfer) satisfied the
      requirements under the Code to conduct a reasonable investigation of the
      financial condition of such person or entity (or its current beneficial
      owners if such person or entity is classified as a partnership under the
      Code).

                  12. The Purchaser agrees to such amendments of the Pooling and
      Servicing Agreement as may be required to further effectuate the
      prohibition against transferring the [Class R-I] [Class R-II] Certificates
      to a Disqualified Organization, an agent thereof or a person that does not
      satisfy the requirements of paragraphs 4, 5, 7 and 9.

                  13. The Purchaser consents to the designation of the Trustee
      as the agent of the Tax Matters Person of [REMIC I] [REMIC II] pursuant to
      Section 10.01(d) of the Pooling and Servicing Agreement.

            Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this ___ day of
__________________.

                                        By:  ___________________________________
                                             Name:
                                             Title:

            Personally appeared before me ___________________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be a_______________________ of the Purchaser, and acknowledged to me that he/she
executed the same as his/her free act and deed and as the free act and deed of
the Purchaser.

                                        Subscribed and sworn before me this
                                        ____ day of _______________.


                                        ________________________________________
                                        Notary Public

<PAGE>

                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, MN  55479-0113

Attention:   Corporate Trust Services --
             CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
             Commercial Mortgage Trust 2006-C1

                  Re:   CWCapital Commercial Funding Corp., as depositor, COBALT
                        CMBS Commercial Mortgage Trust 2006-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2006-C1 (the
                        "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] Certificates evidencing a ____% Percentage Interest in
such Class (the "Residual Interest Certificates"). The Certificates, including
the Residual Interest Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2006 (the "Pooling and Servicing
Agreement"), among CWCapital Commercial Funding Corp., as depositor, Wachovia
Bank, National Association, as master servicer, CWCapital Asset Management LLC,
as special servicer and Wells Fargo Bank, N.A., as trustee. All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
      the Residual Interest Certificates by the Transferor to the Transferee is
      or will be to impede the assessment or collection of any tax.

                  2. The Transferor understands that the Transferee has
      delivered to you a Transfer Affidavit and Agreement in the form attached
      to the Pooling and Servicing Agreement as Exhibit H-1. The Transferor does
      not know or believe that any representation contained therein is false.

                  3. The Transferor has at the time of this transfer conducted a
      reasonable investigation of the financial condition of the Transferee (or
      the beneficial owners of the Transferee if it is classified as a
      partnership under the Code) as contemplated by Treasury regulation section
      1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
      has determined that the Transferee has historically paid its debts as they
      became due and has found no significant evidence to indicate that the
      Transferee will not continue to pay its debts as they become due in the
      future. The Transferor understands that the transfer of the Residual
      Interest Certificates may not be respected for United States income tax
      purposes (and the Transferor may continue to be liable for United States
      income taxes associated therewith) unless the Transferor has conducted
      such an investigation.

                                        Very truly yours,


                                        ________________________________________
                                        (Transferor)


                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT

                                     [Date]

Standard & Poor's Ratings Services
   a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st  Floor
New York, New York  10041
Attention: Commercial Surveillance Department

Fitch, Inc.
One State Street Plaza, 31st Floor
New York, New York  10004

Ladies and Gentlemen:

      This notice is being delivered pursuant to Section 6.09 of the Pooling and
Servicing Agreement, dated as of December 1, 2006 and relating to CWCapital
Commercial Funding Corp., COBALT CMBS Commercial Mortgage Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1 (the "Agreement").
Capitalized terms used but not otherwise defined herein shall have respective
meanings assigned to them in the Agreement.

      Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.

      The designation of __________________ as Special Servicer will become
final if certain conditions are met and you deliver to _________________, the
trustee under the Agreement (the "Trustee"), written confirmation that if the
person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates.
Accordingly, such confirmation is hereby requested as soon as possible.

      Please acknowledge receipt of this notice by signing the enclosed copy of
this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                        Very truly yours,

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee

                                        By: ____________________________________
                                            Name:
                                            Title:

Receipt acknowledged:

STANDARD & POOR'S RATINGS SERVICES


By: ________________________________
Name:
Title:
Date:

FITCH, INC.


By: ________________________________
Name:
Title:
Date:

<PAGE>

                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]

      Re:   CWCapital Commercial Funding Corp., as depositor, COBALT CMBS
            Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
            Certificates, Series 2006-C1

Ladies and Gentlemen:

      Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated as
of December 1, 2006, relating to CWCapital Commercial Funding Corp., COBALT CMBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1 (the "Agreement"), the undersigned hereby agrees
with all the other parties to the Agreement that the undersigned shall serve as
Special Servicer under, and as defined in, the Agreement. The undersigned hereby
acknowledges that, as of the date hereof, it is and shall be a party to the
Agreement and bound thereby to the full extent indicated therein in the capacity
of Special Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.25 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ________________________.


                                        ________________________________________

                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                    EXHIBIT J

                                   [Reserved]

<PAGE>

                                    EXHIBIT K

   SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN EFFECT OR
                    BEING NEGOTIATED AS OF THE CLOSING DATE

CWCapital LLC
CBRE Melody of Texas, LP
Holiday Fenoglio Fowler, L.P.
Capmark Finance Inc.
Northmarq Capital, Inc.
Pacific Southwest Realty Company
Laureate Capital LLC
[KeyBank]
Newmark Realty Capital, Inc.

<PAGE>

                                    EXHIBIT L

                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

For loans (a) having a balance of $20,000,000 or less or a balance of less than
5% of outstanding pool balance, whichever is less) or (b) that are not then one
 of the ten largest (measured by unpaid principal balance) in the mortgage pool

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York 10041
      Attn: Commercial Mortgage Surveillance

      Fitch, Inc.
      One State Street Plaza, 31st Floor
      New York, New York  10004

From: _____________________________________, in its capacity as master servicer
      (the "Master Servicer") under the Pooling and Servicing Agreement dated as
      of December 1, 2006 (the "Pooling and Servicing Agreement"), among
      CWCapital Commercial Funding Corp. as Depositor, the Master Servicer,
      CWCapital Asset Management LLC as special servicer and Wells Fargo Bank,
      N.A. as trustee (the "Trustee").

Date: _________, 20___

            Re:   CWCapital Commercial Funding Corp., COBALT CMBS Commercial
                  Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
                  Certificates Series 2006-C1
                  --------------------------------------------------------------

            Mortgage loan (the "Mortgage Loan") identified by loan number _____
on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged [Property] [Properties] identified on
the Mortgage Loan Schedule by the following name[s]:

Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

As Master Servicer under the Pooling and Servicing Agreement, we hereby:

            1. Notify you that the Mortgagor has consummated a defeasance of the
Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:

            ____  a full defeasance of the payments scheduled to be due in
                  respect of the entire unpaid principal balance of the Mortgage
                  Loan; or

            ____  a partial defeasance of the payments scheduled to be due in
                  respect of a portion of the unpaid principal balance of the
                  Mortgage Loan that represents ___% of the entire unpaid
                  principal balance of the Mortgage Loan and, under the
                  Mortgage, has an allocated loan amount of $____________ or
                  _______% of the entire unpaid principal balance;

            2. Certify as to each of the following, and any additional
explanatory notes set forth on Exhibit A hereto:

                  a. The Mortgage Loan documents permit the defeasance, and the
      terms and conditions for defeasance specified therein were satisfied in
      all material respects in completing the defeasance.

                  b. The defeasance was consummated on __________, 20__.

                  c. The defeasance collateral consists of securities that (i)
      constitute "government securities" as defined in Section 2(a)(16) of the
      Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are
      listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
      2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance
      Criteria 2000, as amended to the date of the defeasance, (iii) are rated
      `AAA' by Standard & Poor's, (iv) if they include a principal obligation,
      provide for a predetermined fixed dollar amount of principal due at
      maturity that cannot vary or change, and (v) are not subject to
      prepayment, call or early redemption. Such securities have the
      characteristics set forth below:

        CUSIP           RATE            MAT             PAY DATES       ISSUED

                  d. The Master Servicer received an opinion of counsel (from
      counsel approved by Master Servicer in accordance with the Servicing
      Standard) that the defeasance will not result in an Adverse REMIC Event.

                  e. The Master Servicer determined that the defeasance
      collateral will be owned by an entity (the "Defeasance Obligor") as to
      which one of the statements checked below is true:

            ____  the related Mortgagor was a Single-Purpose Entity (as defined
                  in Standard & Poor's Structured Finance Ratings Real Estate
                  Finance Criteria, as amended to the date of the defeasance
                  (the "S&P Criteria")) as of the date of the defeasance, and
                  after the defeasance owns no assets other than the defeasance
                  collateral and real property securing Mortgage Loan included
                  in the pool.

            ____  the related Mortgagor designated a Single-Purpose Entity (as
                  defined in the S&P Criteria) to own the defeasance collateral;
                  or

            ____  the Master Servicer designated a Single-Purpose Entity (as
                  defined in the S&P Criteria) established for the benefit of
                  the Trust to own the defeasance collateral.

                  f. The Master Servicer received a broker or similar
      confirmation of the credit, or the accountant's letter described below
      contained statements that it reviewed a broker or similar confirmation of
      the credit, of the defeasance collateral to an Eligible Account (as
      defined in the S&P Criteria) in the name of the Defeasance Obligor, which
      account is maintained as a securities account by the Trustee acting as a
      securities intermediary.

                  g. As securities intermediary, the Trustee is obligated to
      make the scheduled payments on the Mortgage Loan from the proceeds of the
      defeasance collateral directly to the Master Servicer's collection account
      in the amounts and on the dates specified in the Mortgage Loan documents
      or, in a partial defeasance, the portion of such scheduled payments
      attributed to the allocated loan amount for the real property defeased,
      increased by any defeasance premium specified in the Mortgage Loan
      documents (the "Scheduled Payments").

                  h. The Master Servicer received from the Mortgagor written
      confirmation from a firm of independent certified public accountants, who
      were approved by the Master Servicer in accordance with the Servicing
      Standard, stating that (i) revenues from principal and interest payments
      made on the defeasance collateral (without taking into account any
      earnings on reinvestment of such revenues) will be sufficient to timely
      pay each of the Scheduled Payments after the defeasance including the
      payment in full of the Mortgage Loan (or the allocated portion thereof in
      connection with a partial defeasance) on its Maturity Date (or, in the
      case of an ARD Loan, on its Anticipated Repayment Date or on the date when
      any open prepayment period set forth in the related Mortgage Loan
      documents commences), (ii) the revenues received in any month from the
      defeasance collateral will be applied to make Scheduled Payments within
      four (4) months after the date of receipt, and (iii) interest income from
      the defeasance collateral to the Defeasance Obligor in any calendar or
      fiscal year will not exceed such Defeasance Obligor's interest expense for
      the Mortgage Loan (or the allocated portion thereof in a partial
      defeasance) for such year.

                  i. The Master Servicer received opinions from counsel, who
      were approved by the Master Servicer in accordance with the Servicing
      Standard, that (i) the agreements executed by the Mortgagor and/or the
      Defeasance Obligor in connection with the defeasance are enforceable
      against them in accordance with their terms, and (ii) the Trustee will
      have a perfected, first priority security interest in the defeasance
      collateral described above.

                  j. The agreements executed in connection with the defeasance
      (i) permit reinvestment of proceeds of the defeasance collateral only in
      Permitted Investments (as defined in the S&P Criteria), (ii) permit
      release of surplus defeasance collateral and earnings on reinvestment to
      the Defeasance Obligor or the Mortgagor only after the Mortgage Loan has
      been paid in full, if any such release is permitted, (iii) prohibit any
      subordinate liens against the defeasance collateral, and (iv) provide for
      payment from sources other than the defeasance collateral or other assets
      of the Defeasance Obligor of all fees and expenses of the securities
      intermediary for administering the defeasance and the securities account
      and all fees and expenses of maintaining the existence of the Defeasance
      Obligor.

                  k. The entire unpaid principal balance of the Mortgage Loan as
      of the date of defeasance was $___________. Such Mortgage Loan (a) has a
      balance of $20,000,000 or less or a balance of less than 5% of outstanding
      pool balance or (b) is not then one of the ten largest (measured by unpaid
      principal balance) in the mortgage pool, in each such case, as of the date
      of the most recent Distribution Date Statement received by us (the
      "Current Report").

            3. The defeasance described herein, together with all prior and
simultaneous defeasances of Mortgage Loans, brings the total of all fully and
partially defeased Mortgage Loans to $__________________, which is _____% of the
aggregate unpaid principal balance of the Mortgage Pool as of the date of the
Current Report.

            4. Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance described above and that originals or copies of
such agreements, instruments and opinions have been transmitted to the Trustee
for placement in the related Mortgage File or, to the extent not required to be
part of the related Mortgage File, are in the possession of the Master Servicer
as part of the Master Servicer's servicing file.

            5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement; and

            6. Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.

            7. Agree to provide copies of all items listed in Exhibit B to you
upon request.

            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                        [MASTER SERVICER]

                                        By: ____________________________________
                                        Name:
                                        Title:

<PAGE>

                                    EXHIBIT M

                      FORM OF SARBANES-OXLEY CERTIFICATION

      Re:   CWCapital Commercial Funding Corp., COBALT CMBS Commercial Mortgage
            Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series
            2006-C1 (the "Trust"), issued pursuant to the Pooling and Servicing
            Agreement, dated as of December 1, 2006 (the "Pooling and Servicing
            Agreement"), among CWCapital Commercial Funding Corp., as Depositor,
            Wachovia Bank, National Association, as Master Servicer, CWCapital
            Asset Management LLC, as Special Servicer, and Wells Fargo Bank,
            N.A., as Trustee
            --------------------------------------------------------------------

I, [identify the certifying individual], the senior officer in charge of
securitization of the Depositor into the above-referenced Trust, certify that:

            1. I have reviewed the annual report on Form 10-K for the fiscal
      year [___] (the "Annual Report") and all reports on Form 10-D required to
      be filed in respect of periods included in the year covered by the Annual
      Report (collectively with the Annual Report, the "Reports"), of the Trust;

            2. Based on my knowledge, the Reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by the Annual Report;

            3. Based on my knowledge, all distribution, servicing and other
      information required to be provided under Form 10-D for the period covered
      by the Annual Report is included in the Reports;

            4. Based on my knowledge and the servicer compliance statement(s)
      required in the Annual Report under Item 1123 of Regulation AB, and except
      as disclosed in the Reports, the Master Servicer, the Special Servicer and
      the Reporting Sub-Servicers have fulfilled their obligations under the
      Pooling and Servicing Agreement or the applicable sub-servicing agreement
      or primary servicing agreement; and

            5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessments of compliance with servicing criteria for asset-backed
      securities required to be included in the Annual Report in accordance with
      Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have
      been included as an exhibit to the Annual Report, except as otherwise
      disclosed in the Annual Report. Any material instances of noncompliance
      described in such reports have been disclosed in the Annual Report on Form
      10-K.

In giving the certifications above, I have reasonably relied information
provided to me by the following unaffiliated parties:

            o     Wachovia Bank, National Association, as Master Servicer;
            o     CWCapital Asset Management LLC, as Special Servicer; and
            o     Wells Fargo Bank, N.A., as Trustee.

Date:   _________________________

_________________________________
[Signature] [Title]

<PAGE>

                                   EXHIBIT N-1

                      FORM OF CERTIFICATION TO BE PROVIDED
                           TO DEPOSITOR BY THE TRUSTEE

      Re:   CWCapital Commercial Funding Corp., COBALT CMBS Commercial Mortgage
            Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series
            2006-C1 (the "Trust"), issued pursuant to the Pooling and Servicing
            Agreement, dated as of December 1, 2006 (the "Pooling and Servicing
            Agreement"), among CWCapital Commercial Funding Corp., as Depositor,
            Wachovia Bank, National Association, as Master Servicer, CWCapital
            Asset Management LLC, as Special Servicer, and Wells Fargo Bank,
            N.A., as Trustee
            --------------------------------------------------------------------

I, [identifying the certifying individual], a [title] of [TRUSTEE], certify to
CWCapital Commercial Funding Corp. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification,
that:

                  1. I have reviewed the annual report on Form 10-K for the
      fiscal year 20__, and all reports on Form 10-D required to be filed in
      respect of periods covered by that annual report on Form 10-K, of the
      Trust (the "Exchange Act Periodic Reports");

                  2. Based on my knowledge, the distribution information in
      Exchange Act Periodic Reports, taken as a whole, does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by that report on Form 10-K;

                  3. Based on my knowledge, all of the distribution, servicing
      and other information required to be provided to the Trustee by the Master
      Servicer and the Special Servicer under the Pooling and Servicing
      Agreement for inclusion in the Exchange Act Periodic Reports is included
      in such reports; and

                  4. I am responsible for reviewing the activities performed by
      the Trustee and based on my knowledge and the compliance reviews conducted
      in preparing the trustee compliance statements required for inclusion on
      Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
      on any Form 10-D or 10-K, the Trustee has fulfilled its obligations in all
      material respects under the Pooling and Servicing Agreement; and

                  5. All of the reports on assessment of compliance with
      servicing criteria for asset-backed securities and their related
      attestation reports on assessment of compliance with servicing criteria
      for asset-backed securities with respect to the Trustee required to be
      included in Form 10-K in accordance with Item 1122 of Regulation AB and
      Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to
      Form 10-K, except as otherwise disclosed in Form 10-K. Any material
      instances of noncompliance described in such reports have been disclosed
      in such report on Form 10-K.

Date: _________________________

WELLS FARGO BANK, N.A.

By:   ____________________________
      Name:
      Title:

<PAGE>

                                   EXHIBIT N-2

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                             BY THE MASTER SERVICER

      Re:   CWCapital Commercial Funding Corp., COBALT CMBS Commercial Mortgage
            Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series
            2006-C1 (the "Trust"), issued pursuant to the Pooling and Servicing
            Agreement, dated as of December 1, 2006 (the "Pooling and Servicing
            Agreement"), among CWCapital Commercial Funding Corp., as Depositor,
            Wachovia Bank, National Association, as Master Servicer, CWCapital
            Asset Management LLC, as Special Servicer, and Wells Fargo Bank,
            N.A., as Trustee
            --------------------------------------------------------------------

            I, [identify the certifying individual], a [title] of [MASTER
SERVICER], certify on behalf of Wachovia Bank, National Association to CWCapital
Commercial Funding Corp. and their officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification in
delivering the Certification required by the Pooling and Servicing Agreement
relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:

                  1. A servicing officer of the Master Servicer reviewed the
      servicing reports relating to the Trust Fund delivered by the Master
      Servicer to the Trustee covering the fiscal year 20__;

                  2. Based on my knowledge, and assuming the accuracy of the
      statements required to be made in the corresponding certificate of the
      Special Servicer (to the extent such statements are relevant to the
      statements made in this certification by the Master Servicer), the
      servicing information in these reports, taken as a whole, does not contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by these servicing reports;

                  3. Based on my knowledge, and assuming the accuracy of the
      statements required to be made in the corresponding certificate of the
      Special Servicer (to the extent such statements are relevant to the
      statements made in this certification by the Master Servicer), the
      servicing information required to be provided in these servicing reports
      to the Trustee by the Master Servicer under the Pooling and Servicing
      Agreement is included in the servicing reports delivered by the Master
      Servicer to the Trustee;

                  4. I am responsible for reviewing the activities performed by
      the Master Servicer under the Pooling and Servicing Agreement and based
      upon my knowledge and the compliance review conducted in preparing the
      servicer compliance statement required under Section 11.09 of the Pooling
      and Servicing Agreement with respect to the Master Servicer, and except as
      disclosed in such compliance statement delivered by the Master Servicer
      under Section 11.09 of the Pooling and Servicing Agreement, the Master
      Servicer has fulfilled its obligations under the Pooling and Servicing
      Agreement in all material respects in the year to which such review
      applies; and

Further, notwithstanding the foregoing certifications, the Master Servicer does
not make any certification under the foregoing clauses 1 through 4 that is in
turn dependent (i) upon information required to be provided by any sub-servicer
acting under a sub-servicing agreement that the Master Servicer entered into in
connection with the issuance of the Certificates, or upon the performance by any
such sub-servicer of its obligations pursuant to any such sub-servicing
agreement, in each case beyond the respective backup certifications actually
provided by such sub-servicer to the Master Servicer with respect to the
information that is subject of such certification, or (ii) upon information
required to be provided by the Lead Master Servicers or upon the performance by
the Lead Master Servicers of their obligations pursuant to the applicable Lead
PSA, in each case beyond the backup certification actually provided by such Lead
Master Servicer to the Master Servicer with respect to the information that is
the subject of such certification; provided that this clause (ii) shall not
apply in the event the Master Servicer is, or is an Affiliate of, the applicable
Lead Master Servicer.

                  5. The report on assessment of compliance with servicing
      criteria and the related attestation report on assessment of compliance
      with servicing criteria required to be delivered in accordance with
      Section 11.10 and Section 11.11 of the Pooling and Servicing Agreement
      discloses all material instances of noncompliance with the Relevant
      Servicing Criteria.

Date:       _________________________

WACHOVIA BANK, NATIONAL ASSOCIATION

By:____________________________
Name:
Title:

<PAGE>

                                   EXHIBIT N-3

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                             BY THE SPECIAL SERVICER

      Re:   COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage
            Pass-Through Certificates, Series 2006-C1 (the "Trust"), issued
            pursuant to the Pooling and Servicing Agreement, dated as of
            December 1, 2006 (the "Pooling and Servicing Agreement"), among
            CWCapital Commercial Funding Corp., as Depositor, Wachovia Bank,
            National Association, as Master Servicer, CWCapital Asset Management
            LLC, as Special Servicer, and Wells Fargo Bank, N.A., as Trustee
            --------------------------------------------------------------------

I, [identify the certifying individual], a [title] of [SPECIAL SERVICER],
certify on behalf of CWCapital Asset Management LLC to CWCapital Commercial
Funding Corp. and their officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification in delivering
the Certification required by the Pooling and Servicing Agreement relating to
the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement),
that:

                  1. Based on my knowledge, the servicing information in the
      servicing reports or information relating to the trust fund delivered by
      the Special Servicer to the Master Servicer covering the fiscal year 20__,
      taken as a whole, does not contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements made, in
      light of the circumstances under which such statements were made, not
      misleading with respect to the period covered by these servicing reports;

                  2. Based on my knowledge, the servicing information required
      to be provided to the Master Servicer by the Special Servicer under the
      Pooling and Servicing Agreement for inclusion in the reports to be filed
      by the Trustee is included in the servicing reports delivered by the
      Special Servicer to the Master Servicer;

                  3. I am responsible for reviewing the activities performed by
      the Special Servicer under the Pooling and Servicing Agreement and based
      upon my knowledge and the compliance review conducted in preparing the
      servicer compliance statement required under Section 11.09 of the Pooling
      and Servicing Agreement with respect to the Special Servicer, and except
      as disclosed in such compliance statement delivered by the Special
      Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
      Special Servicer has fulfilled its obligations under the Pooling and
      Servicing Agreement in all material respects in the year to which such
      review applies; and

                  4. The report on assessment of compliance with servicing
      criteria and the related attestation report on assessment of compliance
      with servicing criteria required to be delivered in accordance with
      Section 11.10 and Section 11.11 of the Pooling and Servicing Agreement
      discloses all material instances of noncompliance with the Relevant
      Servicing Criteria.

Date: _________________________

CWCAPITAL ASSET MANAGEMENT LLC

By:____________________________
Name:
Title:

<PAGE>

                                    EXHIBIT O

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the applicable party shall
address, at a minimum, the criteria identified below as "Relevant Servicing
Criteria," as such criteria may be amended from time to time by the parties to
this Agreement in writing due to any change in interpretations of the
requirements of Item 1122(d) of the Regulation AB (whether due to interpretive
guidance provided by the Commission or its staff or otherwise):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                                          APPLICABLE
                                         RELEVANT SERVICING CRITERIA                                      PARTY(IES)
--------------------------------------------------------------------------------------------------------------------------
     Reference                                     Criteria
--------------------------------------------------------------------------------------------------------------------------
                                       General Servicing Considerations
--------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                                                 <C>
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance                       Trustee
                     or other triggers and events of default in accordance with the                      Master Servicer
                     transaction agreements.                                                             Special Servicer
--------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii)       If any material servicing activities are outsourced to third                            Trustee
                     parties, policies and procedures are instituted to monitor the                      Master Servicer
                     third party's performance and compliance with such servicing                        Special Servicer
                     activities.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a                              N/A
                     back-up servicer for the mortgage loans are maintained.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect                        Master Servicer
                     on the party participating in the servicing function                                Special Servicer
                     throughout the reporting period in the amount of coverage
                     required by and otherwise in accordance with the terms of the
                     transaction agreements.
--------------------------------------------------------------------------------------------------------------------------
                                      Cash Collection and Administration
--------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i)        Payments on mortgage loans are deposited into the                                       Trustee
                     appropriate custodial bank accounts and related bank                                Master Servicer
                     clearing accounts no more than two business days following                          Special Servicer
                     receipt, or such other number of days specified in the transaction
                     agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor or to                      Trustee
                     an investor are made only by authorized personnel.                                  Master Servicer
--------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash flows                   Master Servicer
                     or distributions, and any interest or other fees charged for                        Special Servicer
                     such advances, are made, reviewed and approved as specified                             Trustee
                     in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv)       The related accounts for the transaction, such as cash reserve                          Trustee
                     accounts or accounts established as a form of                                       Master Servicer
                     overcollateralization, are separately maintained (e.g., with                        Special Servicer
                     respect to commingling of cash) as set forth in the transaction
                     agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(v)        Each custodial account is maintained at a federally insured                             Trustee
                     depository institution as set forth in the transaction                              Master Servicer
                     agreements. For purposes of this criterion, "federally                              Special Servicer
                     insured depository institution" with respect to a foreign
                     financial institution means a foreign financial institution that
                     meets the requirements of Rule 13k-1(b)(1) of the Securities
                     Exchange Act.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized                           Trustee
                     access.                                                                             Master Servicer
                                                                                                         Special Servicer
--------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all                                 Trustee
                     asset-backed securities related bank accounts, including                            Master Servicer
                     custodial accounts and related bank clearing accounts.                              Special Servicer
                     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
                     reconciliation; and (D) contain explanations for
                     reconciling items. These reconciling items are resolved
                     within 90 calendar days of their original identification, or such
                     other number of days specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------
                                      Investor Remittances and Reporting
--------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)        Reports to investors, including those to be filed with the
                     Commission, are maintained in accordance with the
                     transaction agreements and applicable Commission
                     requirements. Specifically, such reports:
--------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)(A)     (A) are prepared in accordance with timeframes and other                                Trustee
                     terms set forth in the transaction agreements;
--------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)(B)     (B) provide information calculated in accordance with the                               Trustee
                     terms specified in the transaction agreements;
--------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)(C)     (C) are filed with the Commission as required by its rules                          Party who files
                     and regulations; and                                                                    report
--------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)(D)     (D) agree with investors' or the trustee's records as to                                Trustee
                     the total unpaid principal balance and number of mortgage
                     loans serviced by each of the Master Servicer and Special
                     Servicer.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in                                  Trustee
                     accordance with timeframes, distribution priority and other
                     terms set forth in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii)      Disbursements made to an investor are posted within two business                        Trustee
                     days to the Servicer's investor records, or such other number of
                     days specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv)       Amounts remitted to investors per the investor reports agree with                       Trustee
                     cancelled checks, or other form of payment, or custodial bank
                     statements.
--------------------------------------------------------------------------------------------------------------------------
                                          Pool Asset Administration
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i)        Collateral or security on mortgage loans is maintained as required                      Trustee
                     by the transaction agreements or related mortgage loan documents.                   Master Servicer
                                                                                                         Special Servicer
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii)       Mortgage loan and related documents are safeguarded as required by the              Primary Servicer
                     transaction agreements                                                                  Trustee
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool are                          Trustee
                     made, reviewed and approved in accordance with any conditions or                    Master Servicer
                     requirements in the transaction agreements.                                         Special Servicer
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv)       Payments on mortgage loans, including any payoffs, made in accordance               Master Servicer
                     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 with the related mortgage loan documents.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(v)        The Servicer's records regarding the mortgage loans agree                           Master Servicer
                     with the Servicer's records with respect to an obligor's
                     unpaid principal balance.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's                         Master Servicer
                     mortgage loans (e.g., loan modifications or re-agings) are made,                    Special Servicer
                     reviewed and approved by authorized personnel in accordance with
                     the transaction agreements and related pool asset documents.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans,                       Special Servicer
                     modifications and deeds in lieu of foreclosure, foreclosures and
                     repossessions, as applicable) are initiated, conducted and
                     concluded in accordance with the timeframes or other requirements
                     established by the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii)     Records documenting collection efforts are maintained                               Master Servicer
                     during the period a mortgage loan is delinquent in                                  Special Servicer
                     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 deemed temporary (e.g., illness or unemployment).
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix)       Adjustments to interest rates or rates of return for                                Master Servicer
                     mortgage loans with variable rates are computed based on
                     the related mortgage loan documents.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow                    Master Servicer
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's mortgage loan documents, on at least an annual basis, or
                     such other period specified in the transaction agreements; (B)
                     interest on such funds is paid, or credited, to obligors in
                     accordance with applicable mortgage loan documents and state laws;
                     and (C) such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related mortgage loans, or such other
                     number of days specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or                               Master Servicer
                     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 transaction
                     agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii)      Any late payment penalties in connection with any payment to                        Master Servicer
                     be made on behalf of an obligor are paid from the Servicer's funds
                     and not charged to the obligor, unless the late payment was due to the
                     obligor's error or omission.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii)     Disbursements made on behalf of an obligor are posted within two                    Master Servicer
                     business days to the obligor's records maintained by the Servicer,
                     or such other number of days specified in the transaction
                     agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are                           Master Servicer
                     recognized and recorded in accordance with the transaction
                     agreements.
--------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv)       Any external enhancement or other support, identified in Item                             N/A
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
                     as set forth in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

[NAME OF REPORTING SERVICER]

Date:  _________________________________

By:    _________________________________

Name:  _________________________________

Title: _________________________________

<PAGE>

                                    EXHIBIT P

                         ADDITIONAL FORM 10-D DISCLOSURE

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.04 of this Agreement to disclose to the Depositor any information
described in the corresponding Form 10-D Item described in the "Item on Form
10-D" column to the extent such party has knowledge (and in the case of
financial statements required to be provided in connection with Item 6 below,
possession) of such information (other than information as to itself).


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                    Item on Form 10-D                                           Party Responsible
------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
Item 1: Distribution and Pool Performance Information:         o   Master Servicer (only with respect to 1121(a)(12)
     o   Only with respect to any information required             as to Performing Serviced Loans)
         by 1121 which is NOT included on the                  o   Special Servicer (only with respect to 1121(a)(12)
         Distribution Date Statement                               as to Specially Serviced Loans)
                                                               o   Trustee
                                                               o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 2: Legal Proceedings:                                     o   Master Servicer (as to itself)
     o   Item 1117 of Regulation AB (to the extent             o   Special Servicer (as to itself)
         material to Certificateholders)                       o   Trustee (as to itself)
                                                               o   Depositor (as to itself)
                                                               o   Trustee/Master Servicer/Depositor/Special Servicer
                                                                   as to the Trust (in the case of the Master
                                                                   Servicer, Special Servicer and the Trustee, to be
                                                                   reported by the party controlling such litigation)
                                                               o   Each Mortgage Loan Seller as sponsor (as defined in
                                                                   Regulation AB) (to be provided by the Depositor)
                                                               o   Depositor as to any originators under Item 1110 of
                                                                   Regulation AB
                                                               o   Depositor as to any party under Item 1100(d)(1) of
                                                                   Regulation AB
------------------------------------------------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Proceeds                 o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Securities                        o   Trustee
------------------------------------------------------------------------------------------------------------------------
Item 5: Submission of Matters to a Vote of Security            o   Trustee
Holders
------------------------------------------------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Assets                    o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 7: Significant Enhancement Provider Information           o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 8: Other Information (information required to be          o   Any party responsible for disclosure items on Form
disclosed on Form 8-K that was not properly disclosed)              8-K
------------------------------------------------------------------------------------------------------------------------
Item 9: Exhibits                                               o   Depositor
                                                               o   Trustee
------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT Q

                         ADDITIONAL FORM 10-K DISCLOSURE

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.05 of this Agreement to disclose to the Depositor any information
described in the corresponding Form 10-K Item described in the "Item on Form
10-K" column to the extent such party has actual knowledge (and in the case of
financial statements required to be provided in connection with 1112(b) below,
possession) of such information (other than information as to itself).

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                    Item on Form 10-K                                           Party Responsible
------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
Item 1B: Unresolved Staff Comments                             o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 9B: Other Information (information required to be         o   Any party responsible for disclosure items on Form
disclosed on Form 8-K that was not properly disclosed)             8-K to the extent of such items
------------------------------------------------------------------------------------------------------------------------
Item 15: Exhibits, Financial Statement Schedules               o   Trustee
                                                               o   Depositor
------------------------------------------------------------------------------------------------------------------------
Additional Item:                                               o   Master Servicer (as to itself)
                                                               o   Special Servicer (as to itself)
Disclosure per Item 1117 of Regulation AB                      o   Trustee (as to itself)
(to the extent material to Certificateholders)                 o   Depositor (as to itself)
                                                               o   Any other Reporting Servicer (as to itself)
                                                               o   Trustee/Master Servicer/Depositor/Special Servicer as
                                                                   to the Trust (in the case of the Master Servicer, the
                                                                   Special Servicer and the Trustee to be reported by
                                                                   the party controlling such litigation)
                                                               o   Each Mortgage Loan Seller as sponsor (as defined in
                                                                   Regulation AB) (to be provided by the Depositor)
                                                               o   Depositor as to any originators under Item 1110 of
                                                                   Regulation AB
                                                               o   Depositor as to any party under Item 1100(d)(1) of
                                                                   Regulation AB
------------------------------------------------------------------------------------------------------------------------
Additional Item:                                               o   Master Servicer (as to itself) (to the extent
Disclosure per Item 1119 of Regulation AB                          material to Certificateholders and only as to
                                                                   affiliations under 1119(a) with the Trustee, the
                                                                   Special Servicer or its subservicers that are
                                                                   1108(a)(3) servicers)
                                                               o   Special Servicer (as to itself) (to the extent
                                                                   material to Certificateholders and only as to
                                                                   affiliations under 1119(a))
                                                               o   Trustee (as to itself)
                                                               o   Depositor (as to itself)
                                                               o   Trustee/Master Servicer/Depositor/Special Servicer as
                                                                   to the Trust
                                                               o   Each Mortgage Loan Seller as sponsor (as defined in
                                                                   Regulation AB) (to be provided by the Depositor)
                                                               o   Depositor as to any originators under Item 1110 of
                                                                   Regulation AB
                                                               o   Depositor as to any party under Item 1100(d)(1) of
                                                                   Regulation AB
------------------------------------------------------------------------------------------------------------------------
Additional Item:                                               o   N/A
Disclosure per Item 1112(b) of Regulation AB
------------------------------------------------------------------------------------------------------------------------
Additional Item:                                               o   Depositor
Disclosure per Items 1114(b)(2) and 1115(b) of                 o   Trustee
Regulation AB
------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT R

                         Form 8-K Disclosure Information

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.07 of this Agreement to report to the Depositor the occurrence of
any event described in the corresponding Form 8-K Item described in the "Item on
Form 8-K" column to the extent such party has actual knowledge of such
information (other than information as to itself).

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                    Item on Form 8-K                                         Party Responsible
------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
Item 1.01- Entry into a Material Definitive Agreement          o   All parties (only as to the agreements such
                                                                   entity is a party to or entered into on
                                                                   behalf of the Trust)
------------------------------------------------------------------------------------------------------------------------
Item 1.02- Termination of a Material Definitive Agreement      o   All parties (only as to the agreements such
                                                                   entity is a party to or entered into on
                                                                   behalf of the Trust)
------------------------------------------------------------------------------------------------------------------------
Item 1.03- Bankruptcy or Receivership                          o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 2.04- Triggering Events that Accelerate or Increase       o   Depositor
a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
------------------------------------------------------------------------------------------------------------------------
Item 3.03- Material Modification to Rights of Security         o   Trustee
Holders
------------------------------------------------------------------------------------------------------------------------
Item 5.03- Amendments of Articles of Incorporation or          o   Depositor
Bylaws; Change of Fiscal Year
------------------------------------------------------------------------------------------------------------------------
Item 6.01- ABS Informational and Computational Material        o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 6.02- Change of Servicer or Trustee                       o   Master Servicer (as to itself or a servicer
                                                                   retained by it)
                                                               o   Special Servicer (as to itself or a servicer
                                                                   retained by it)
                                                               o   Trustee
                                                               o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 6.03- Change in Credit Enhancement or External            o   Depositor
Support                                                        o   Trustee
------------------------------------------------------------------------------------------------------------------------
Item 6.04- Failure to Make a Required Distribution             o   Trustee
------------------------------------------------------------------------------------------------------------------------
Item 6.05- Securities Act Updating Disclosure                  o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 7.01- Regulation FD Disclosure                            o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 8.01                                                      o   Depositor
------------------------------------------------------------------------------------------------------------------------
Item 9.01                                                      o   Depositor
------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT S

                       ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO 312-904-2084 AND VIA EMAIL TO [                   ] AND
VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

Wells Fargo Bank, N.A., as Trustee
9062 Old Annapolis Road
Columbia, Maryland 21045

Attn: Corporate Trust Services-  [DEAL NAME]--SEC REPORT PROCESSING

CWCapital Commercial Funding Corp.
One Charles River Place
63 Kendrick Street
Needham, Massachusetts  02494

Attn: Global Securities and Trust Services--CWCapital Commercial Funding Corp.,
      COBALT CMBS Commercial Mortgage Trust Series 2006-C1--SEC REPORT
      PROCESSING

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

In accordance with Section [  ] of the Pooling and Servicing Agreement, dated as
of December 1, 2006, among CWCapital Commercial Funding Corp., as depositor,
Wachovia Bank, National Association, as master servicer, CWCapital Asset
Management LLC, 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:

<PAGE>

                                    EXHIBIT T

                      SERVICING AND SUBSERVICING AGREEMENTS

      The Mortgage Loans shall be serviced by the Master Servicer. Certain of
the Mortgage Loans are subject to subservicing agreements as set forth below.

--------------------------------------------------------------------------------
             Property Name                           Subservicer Name
--------------------------------------------------------------------------------

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

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

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

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

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

<PAGE>

                                    EXHIBIT U

                      FORM OF DEPOSITOR CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

            Re:   COBALT CMBS Commercial Mortgage Trust 2006-C1 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1

I, [identify the certifying individual], a [title] of CWCapital Commercial
Funding Corp., 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: Wachovia Bank, National
Association, CWCapital Asset Management LLC and Wells Fargo Bank, N.A.

Date: _____________________________


___________________________________
President and Chief Executive Officer

                       CWCapital Commercial Funding Corp.